Breakup Fee and Expense Reimbursement Sample Clauses

Breakup Fee and Expense Reimbursement. (a) If Purchaser terminates this Agreement pursuant to any of the provisions of Section 10.1(c)-(f) hereof, then Purchaser shall be entitled to the Breakup Fee and Expense Reimbursement Amount, which shall be deemed fully earned, due and owing as of the date of such termination. The Breakup Fee and Expense Reimbursement Amount payable pursuant to this Section 10.2(a) shall be paid directly to Purchaser out of the purchase price paid as part of any Alternative Transaction, upon and directly through the closing of the Alternative Transaction, and such payments shall be a condition to the closing of any Alternative Transaction. If Purchaser terminates this Agreement pursuant to any of the provisions of Section 10.1(b), (g) or (h) hereof, then Purchaser shall be entitled, in addition to all other remedies, to immediate payment of any and all out-of-pocket costs incurred relating to this Agreement or the transactions contemplated thereby, but in no event more than the aggregate amount of the Expense Reimbursement Amount, which shall be deemed fully earned, due and owing as of the date of such termination. (b) In the event that an Alternative Transaction is not consummated or any amount becomes payable pursuant to Section 10.2(a) hereof are not paid in full directly out of proceeds of such Alternative Transaction for any reason, Seller acknowledges and agrees that its obligation to pay the Breakup Fee and Expense Reimbursement Amount (to the extent due hereunder) shall survive the termination of this Agreement. Seller’s obligation to pay the Breakup Fee and Expense Reimbursement (to the extent due hereunder) shall have administrative superpriority status against Seller and its estate under sections 503(b) and 507(a) of the Bankruptcy Code.
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Breakup Fee and Expense Reimbursement. Seller shall pay to the Buyer the Breakup Fee and Expense Reimbursement (as defined in the Bid Procedures Order) in accordance the Bid Procedures Order. The Breakup Fee and Expense Reimbursement is intended to cover the expenses and opportunity costs incurred by the Buyer in pursuing and negotiating this Agreement and the transactions contemplated hereby, and is considered by the Parties to be reasonable for such purposes.
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Breakup Fee and Expense Reimbursement. The parties agree that the Assets will be sold pursuant to an auction process subject to the approval of the Bankruptcy Court. If the Assets are sold to Purchaser, Anglo-Puerto Rican Insurance Corporation shall be entitled to a breakup fee of $250,000 (the “Breakup Fee”) and reimbursement of its reasonable expenses up to an amount of $200,000 (the “Expense Reimbursement”) related to pursuing the purchase of the Assets, payable from the proceeds of the sale of the Assets to Purchaser. Seller represents to Purchaser that, pursuant to an order of the Bankruptcy Court, the Breakup Fee and Expense Reimbursement shall be paid to Anglo-Puerto Rican Insurance Corporation from the proceeds of the sale to Purchaser on the terms set forth in the Bidding Procedures Order. The Bidding Procedures Order provides that the Bankruptcy Court and Seller will consider the obligation to pay the Breakup Fee and Expense Reimbursement in determining which party has made the highest and best offer at the auction.
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Breakup Fee and Expense Reimbursement. (a) If the transactions contemplated hereby are not consummated for any reason other than the material breach by Purchaser of this Agreement or a termination pursuant to Section 11.1(a), Sellers shall immediately pay (in cash) to Purchaser the Expense Reimbursement. (b) In addition to the Expense Reimbursement, upon the first to occur of (i) the date any Seller consummates an Acquisition Proposal or (ii) the date any Seller consummates a “plan” pursuant to the Bankruptcy Code, Sellers, joint and severally, shall immediately pay (in cash) to Purchaser the amount of the Breakup Fee and the Expense Reimbursement; provided, however, that the Breakup Fee shall not be payable to Purchaser if a No Fee Event shall have occurred. (c) Sellers’ obligation to pay the Breakup Fee and the Expense Reimbursement pursuant to this Section 11.2 shall survive termination of this Agreement and shall constitute an administrative expense (which shall be a super-priority administrative expense claim senior to any and all claims and interests, excluding only pre-petition and post-petition amounts owing to Sellers’ pre-petition and post-petition senior secured lenders) of Sellers under section 364(c)(1) of the Bankruptcy Code.
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Breakup Fee and Expense Reimbursement. (a) Upon the first to occur of the date the Company consummates (i) an Alternative Transaction or (ii) a Chapter 11 plan (other than a "liquidating" plan, except one in connection with or as a result of an Alternative Transaction or one in lieu thereof which accomplishes a comparable result) pursuant to the Bankruptcy Code, the Company shall immediately pay (in cash) to Buyer a breakup fee in an amount equal to $200,000 (the "Breakup Fee") and Expense Reimbursement; provided, however, that the Breakup Fee shall not be payable to Buyer if this Agreement has been terminated by the Company pursuant to Section 6.1(c). (b) If this Agreement is terminated for any reason other than by the Company pursuant to Section 6.1(c), the Company shall immediately upon demand from time to time pay (in cash) to Buyer an amount equal to $200,000 (the "Expense Reimbursement"). (c) The Company's obligation to pay the Breakup Fee and the Expense Reimbursement pursuant to this Section 6.2 shall survive termination of this Agreement and shall constitute a super-priority administrative expense of the Company (which shall be a super-priority administrative expense claim senior to all other administrative expense claims and payable out of the Company's cash or other collateral of the Company under Section 364(c)(1) of the Bankruptcy Code) (subject to the Carve-Out). (d) The parties acknowledge that the agreements contained in this Section 6.2 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, Buyer would not have entered into this Agreement.
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Breakup Fee and Expense Reimbursement. (a) (x) If this Agreement is terminated by Purchasers pursuant to Section 8.1(e), 8.1(g), 8.1(i)(B), 8.1(j), 8.1(k) or 8.1(l), Sellers shall pay (in cash) to Purchasers on the earlier of (i) the date of closing of an Acquisition Proposal and (ii) 11 days following date the Auction is closed (or if no Auction is conducted and closed, 55 days after the entry of the Bidding Procedures Order), an aggregate breakup fee equal to $16,000,000 (the “Breakup Fee”) less the Expense Reimbursement payable in connection with such termination pursuant to Section 8.2(b), and (y) if this Agreement is terminated by Purchasers pursuant to Section 8.1(c) or 8.1(h), Sellers shall pay (in cash) to Purchasers on the date of such termination an amount equal to the Breakup Fee less the Expense Reimbursement payable in connection with such termination pursuant to Section 8.2(b), in each of clauses (x) and (y), with Sellers being jointly and severally liable for such payment; provided, that notwithstanding anything in this Agreement to the contrary, the Breakup Fee shall not be payable to Purchasers if this Agreement is terminated by Sellers pursuant to Section 8.1(c). (b) If this Agreement is terminated pursuant to Section 8.1, Sellers shall immediately pay (in cash) to Purchasers an amount equal to (i) all Purchaser Expenses incurred from the Commencement Date to the date of such termination up to a maximum of $5,000,000, less (ii) the amount of the Expense Deposit provided to Purchasers, and plus (iii) any amount of the Expense True-Up that has not been paid pursuant to Section 6.15 (the “Expense Reimbursement”), with the Sellers being jointly and severally liable for such payment (c) Subject to Section 10.11, in the event that this Agreement is terminated by Sellers pursuant to Section 8.1(c), Purchasers shall take any action reasonably requested by Sellers in order to effect the assignment (the “Purchaser Revolver Assignment”) in accordance with the terms of the Credit Facility, for no additional consideration, of the notes payable or other documentation representing the right to receive payments of principal and interest with respect to the Revolving Loan Commitment of their respective Affiliates in an aggregate amount of $24,796,365.48, to the Sellers as liquidated damages. (d) Sellers’ obligation to pay the Breakup Fee and the Expense Reimbursement, and Purchasers’ obligation to deliver, or cause to be delivered, the Purchaser Revolver Assignment, pursuant to this Section 8....
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Breakup Fee and Expense Reimbursement. Upon the occurrence of a Triggering Event (defined below), in addition to Principal, Interest, DIP Financing Commitment Fee, and OID, Lender shall be entitled to a breakup fee and expense reimbursement which shall consist of: (1) Payment in the amount of $300,000 (5%) ("Cash Breakup Fee"); and (2) Reimbursement of up to $35,000 of reasonable documented attorneys' fees and other expenses incurred by Lender in connection with this transaction ("Breakup Attorneys' Fees"). The Cash Breakup Fee and Breakup Attorneys' Fees are collectively referred to as the “Breakup Fee.” The Lender shall be entitled to the Breakup Fee if Borrower: (i) consummates a sale of any of its IP rights or other assets which is not approved by Lender, (ii) consummates a sale of all or substantially all of its assets or common stock which is not approved by Lender,
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Breakup Fee and Expense Reimbursement is hereby amended by deleting all references to the Breakup Fee and, in each of the events set forth in Section 8.02(a)(i) and (ii), Buyer shall be entitled solely to the Expense Reimbursement.
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Breakup Fee and Expense Reimbursement 
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Related to Breakup Fee and Expense Reimbursement

  • Expense Reimbursement The Executive shall be entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with his duties under this Agreement in accordance with the policies of the Company as in effect from time to time.

  • Compensation and Expense Reimbursement A. Client will pay the Company, as compensation for the services provided for in this Agreement and as reimbursement for expenses incurred by Company on Client's behalf, in the manner set forth in Schedule A annexed to this Agreement which Schedule is incorporated herein by reference. B. In addition to the compensation and expense reimbursement referred to in Section 2(A) above, Company shall be entitled to receive from Client a "Transaction Fee", as a result of any Transaction (as described below) between Client and any other company, entity, person, group or persons or other party which is introduced to, or put in contact with, Client by Company, or by which Client has been introduced to, or has been put in contact with, by Company. A "Transaction" shall mean merger, sale of stock, sale of assets, consolidation or other similar transaction or series or combination of transactions whereby Client or such other party transfer to the other, or both transfer to a third entity or person, stock, assets, or any interest in its business in exchange for stock, assets, securities, cash or other valuable property or rights, or wherein they make a contribution of capital or services to a joint venture, commonly owned enterprise or business opportunity with the other for purposes of future business operations and opportunities. To be a Transaction covered by this section, the transaction must occur during the term of this Agreement or the one year period following the expiration of this Agreement. The calculation of a Transaction Fee shall be based upon the total value of the consideration, securities, property, business, assets or other value given, paid, transferred or contributed by, or to, the Client and shall equal 5% of the dollar value of the Transaction. Such fee shall be paid by certified funds at the closing of the Transaction.

  • Expense Reimbursements To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

  • FEES; EXPENSES; EXPENSE REIMBURSEMENT The Administrator shall receive from the Funds such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ behalf at the Funds’ request or with the Funds’ consent. Each Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Funds, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Funds; costs incidental to the preparation, printing and distribution of the Funds’ registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services used in computing each Fund’s net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such person or persons as it is for its own acts and omissions.

  • Travel Expense Reimbursement Pricing for services provided under this Contract are exclusive of any travel expenses that may be incurred in the performance of those services. Travel expense reimbursement may include personal vehicle mileage or commercial coach transportation, hotel accommodations, parking and meals; provided, however, the amount of reimbursement by Customers shall not exceed the amounts authorized for state employees as adopted by each Customer; and provided, further, that all reimbursement rates shall not exceed the maximum rates established for state employees under the current State Travel Management Program (xxxx://xxx.xxxxxx.xxxxx.xx.xx/procurement/prog/stmp/). Travel time may not be included as part of the amounts payable by Customer for any services rendered under this Contract. The DIR administrative fee specified in Section 5 below is not applicable to travel expense reimbursement. Anticipated travel expenses must be pre-approved in writing by Customer.

  • Business Expense Reimbursement During the Term of employment, the Executive shall be entitled to receive proper reimbursement for all reasonable, out-of-pocket expenses incurred by the Executive (in accordance with the policies and procedures established by the Company for its senior executive officers) in performing services hereunder, provided the Executive properly accounts therefore.

  • Reimbursement of Fee Waivers and Expense Reimbursements If on any day during which the Advisory Agreement is in effect, the estimated annualized Fund Operating Expenses of the Fund for that day are less than the Operating Expense Limit, the Adviser shall be entitled to reimbursement by a Fund of the investment advisory fees waived or reduced, and any other expense reimbursements or similar payments remitted by the Adviser to the Fund pursuant to Section 1 hereof (the “Reimbursement Amount”) within three years after the year in which the Adviser waived or reduced investment advisory fees or reimbursed expenses, to the extent that the Fund’s annualized Operating Expenses plus the amount so reimbursed equals, for such day, the Operating Expense Limit, provided that such amount paid to the Adviser will in no event exceed the total Reimbursement Amount and will not include any amounts previously reimbursed.

  • Business Expense Reimbursements During the Term, the Company shall promptly reimburse Executive for Executive’s reasonable and necessary business expenses in accordance with the Company’s then-prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred).

  • Course Reimbursement 1. Teachers will be eligible for reimbursement for courses that will enhance the Teacher’s ability to improve student academic performance. 2. To be eligible for reimbursement, courses must be approved by the Professional Growth Committee (employing the program of staff development mandated by the state as an integral part of the Teacher’s recertification process) prior to taking the course; advance approval from the Superintendent of Schools is required. 3. Upon successful completion of the course with a grade of “B” or better, and submission of a transcript or signed official grade report and verification of tuition payment to the Superintendent, the Teacher will be reimbursed for the cost of tuition and registration fees. 4. Payment of course reimbursement is for tuition and related fees only. An individual is entitled to receive 2/3 reimbursement cost for 6 graduate level credits during each year of this contract not to exceed the New Hampshire resident UNH graduate level dollar amount plus any related fees. However, in no event shall the District expend more than $20,000 per contract year for course reimbursement. In the event that requests for course reimbursement exceed $20,000 in a contract year, the following lottery system will apply: Reimbursement will be available in two (2) reimbursement periods. Employees may apply for up to six (6) credits during period 1 after June 30th and prior to October 1st. Employees may apply for up to six (6) during period 2 starting December 1st. The disbursement of funds in period 1 shall not exceed half of the yearly agreed upon amount. Any sums not used during period 1 shall be rolled into period 2. Anyone applying during period 1 who has met the period 1 deadline will have their application considered. If the total of the requests is more than the designated monetary amount, then a lottery system will ensue to determine which applications receive the money. Those whose applications were not selected in period 1 will be eligible to submit again during period 2. If the total of the requests for period 2 is more than the designated monetary amount, then a lottery system will ensue to determine which applications receive the money. The disbursement in period 2 shall not exceed the total agreed upon amount. Applications for reimbursement in period 2 may not have received any previous reimbursement during period 1 unless there are unexpended funds in period 2. Also, if an applicant received funds in period 1, that application may not cause a lottery to occur in period 2. 5. Advance Payment Plan - The District will prepay for any course that has been approved by the Professional Growth Committee (employing the program of staff development mandated by the state as an integral part of the Teacher's recertification process). Each participating Teacher will enter into an Agreement with the District to submit receipts, grades, and other paperwork for the course that was prepaid. The Teacher will agree in writing to keep his/her advanced payment account records up- to-date. If the Teacher fails to fulfill the requirements of the advanced payment plan, the Teacher agrees that the District will withhold any balance due the District from the last paycheck under the Teacher's contract.

  • Expenses Reimbursement State Street shall be entitled to receive from the Fund on demand reimbursement for its cash disbursements, expenses and charges, excluding salaries and usual overhead expenses, as set forth in Schedule A.

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