Breakup Fee; Expense Reimbursement Sample Clauses

Breakup Fee; Expense Reimbursement. If this Agreement (a) is terminated pursuant to Sections 9.1(b), 9.1(c), 9.1(e), 9.1(f), 9.1(h), 9.1(i), 9.1(j) or 9.1(m) and (b) at the time of such termination, Seller was not then able to terminate this Agreement pursuant to Section 9.1(k), then Seller shall promptly pay to Purchaser by wire transfer of immediately available funds, a termination fee in an amount equal to $12,000,000 (the “Breakup Fee”) and the Purchaser Expense Reimbursement; provided, however, that (i) if this Agreement has been terminated and, at the time of such termination, Purchaser or Seller has the right to terminate this Agreement pursuant to Section 9.1(l) or (ii) if this Agreement has been terminated pursuant Section 9.1(m) and, at the time of such termination, the condition set forth in Section 8.1(a) has not been satisfied, then, in either case, the Breakup Fee and the Purchaser Expense Reimbursement shall not be payable. No bidder other than Purchaser shall be entitled to the Breakup Fee or Purchaser Expense Reimbursement. The Breakup Fee and Purchaser Expense Reimbursement shall be free of any Liens. The parties hereto acknowledge and agree that the Breakup Fee and Purchaser Expense Reimbursement, on the terms and subject to the conditions to the payment thereof, (a) shall be Purchaser’s sole recourse in connection with this Agreement and the other Transaction Documents in the event this Agreement is terminated prior to the Closing under Section 9.1 and (b) shall (i) constitute allowed superpriority administrative expenses of the Debtors pursuant to sections 105(a), 364(c)(1), 503(b) and 507(a)(2) of the Bankruptcy Code with priority over all other administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code (except those administrative expenses granted to the lenders under the Debtors’ post-petition debtor in possession financing facility and the adequate protection claims of the lenders under the Pre-Petition Credit Facility); provided that, upon a sale of the Transferred Assets (or a material portion of them), including pursuant to plan of reorganization under chapter 11 of the Bankruptcy Code or a liquidation under chapter 7 of the Bankruptcy Code, the Breakup Fee and Purchaser Expense Reimbursement shall be paid from the proceeds of such sale prior to any payments or other recoveries being made in respect of any post-petition debtor in possession financing facility of the Debtors or the Pre-Petition Credit Facility.
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Breakup Fee; Expense Reimbursement. (a) Subject to the terms and conditions below, FCO agrees (i) to pay to the Purchaser, in cash, a fee in the amount of $600,000 (the "Breakup Fee"), and (ii) to reimburse Purchaser for the actual, reasonable, documented fees, costs and expenses incurred by Purchaser in connection with its due diligence and negotiation of the proposed Transactions (including, without limitation, fees and expenses of legal counsel, accountants, and financial advisors) in an amount up to $400,000 (the "Expense Reimbursement Amount"). The Breakup Fee and Expense Reimbursement Amount shall be payable by FCO to Purchaser in accordance with Section 8.2(b) below, if by order of the Bankruptcy Court the consummation of the Transactions by Purchaser pursuant to this Agreement does not occur because of: (A) an offer by a person or entity other than the Purchaser to enter into the Transactions or to purchase all or substantially all of the assets and/or capital stock of FCO; or (B) FCO seeks to obtain confirmation of a plan of reorganization other than the Plan. (b) The Breakup Fee and Expense Reimbursement Amount shall be allowed administrative claims payable pari passu with administrative expenses other than those paid in the ordinary course of business. Payment of the Breakup Fee and Expense Reimbursement Amount shall be made to Purchaser within ten (10) Business Days after the earliest to occur of (i) the closing date of a sale of all or substantially all of the stock or assets of FCOC or FCOA to a third party other than the Purchaser or (ii) the effective date of a plan of reorganization contemplating a transaction with or funding by a third party other than the Purchaser; or (iii) the date of the first distribution to creditors of FCOC and FCOA (other than payment of administrative expenses, including professionals fees), in payment of the creditors' prepetition claims. (c) Notwithstanding the foregoing, neither the Breakup Fee nor the Expense Reimbursement Amount shall be payable to Purchaser in the event that (i) Purchaser terminates this Agreement for reasons other than a failure of a condition to Purchaser's obligations set forth in Article VII hereof, or (ii) FCO rightfully terminates this Agreement due to a breach of this Agreement by Purchaser.
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Breakup Fee; Expense Reimbursement. (a) If this Agreement is terminated pursuant to the consummation of a Competing Transaction and Buyers are not otherwise in breach of their obligations under this Agreement, the Bidding Procedures Order, the DIP Loan Agreement or the Sale Order, then, in such case, Sellers shall, jointly and severally, without the requirement of any notice or demand from Buyers or any application to or order of the Bankruptcy Court, promptly, but in no event later than three Business Days after the date of the consummation of such Competing Transaction, pay or cause to be paid to Buyers (i) all reasonable out-of-pocket and documented fees and expenses (including reasonable attorneys’ fees and expenses) incurred by Buyers in connection with or related to Buyers’ evaluation, consideration, analysis, negotiation, and documentation of this Agreement or the transactions contemplated herein (the “Expense Reimbursement”) and (ii) a fee in an amount equal to 2.5% of the cash portion of the Purchase Price (the “Breakup Fee”) in addition to the Expense Reimbursement, in each case by wire transfer of immediately available funds to such account or accounts as may be specified in a written notice by Buyers given to Sellers; provided, however that the Breakup Fee and Expense Reimbursement, in the aggregate, shall not exceed an amount equal to 3.5% of the cash portion of the Purchase Price. The Expense Reimbursement and the Breakup Fee shall, pursuant to the Bidding Procedures Order, constitute allowed administrative expenses of Sellers’ estates under Section 503(b) of the Bankruptcy Code; provided, however, that notwithstanding any provision of this Agreement to the contrary, the Expense Reimbursement and Breakup Fee shall be payable only from the proceeds of a Competing Transaction. The Bidding Procedures Order shall provide for the payment by Sellers of the Breakup Fee and Expense Reimbursement (prior to the repayment of the obligations owed on account of any prepetition secured financing) as and when such amounts are due and payable hereunder. (b) Each of the parties to this Agreement acknowledges and agrees that the agreements contained in this Section 9.04 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other parties would not enter into this Agreement. Each of the parties further acknowledges that the payment by Sellers of the Breakup Fee and the Expense Reimbursement is not a penalty, but rather liquidated damages in...
Sample 1
Breakup Fee; Expense Reimbursement. In the event, pursuant to the Bid Procedures Order, the Bankruptcy Court Order approving this Agreement and the sale of Assets to Acquiror hereunder is not obtained and the Assets are sold to another entity or Person, then, in addition to the return of the Xxxxxxx Money Deposit and all interest earned thereon to Acquiror pursuant to Section 9.2 hereof Seller shall (i) subject to Bankruptcy Court approval, pay Acquiror the sum of $1,000,000, representing the "Breakup Fee" (herein so called) provided for in the Bid Procedures Order, and (ii) reimburse Acquiror for its actual expenses incurred in conducting due diligence of the Business, and negotiating the terms of the Agreement, not to exceed $150,000, (the "Expense Reimbursement") in accordance with the Bid Procedures Order. The foregoing sums shall be paid to Acquiror within ten (10) Business Days after this Agreement is terminated pursuant to Section 9.1(c) hereof.
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Breakup Fee; Expense Reimbursement. In the event, pursuant to the Bid Procedures Order, the Bankruptcy Court Order approving this Agreement and the sale of the Assets to Purchaser hereunder is not obtained and the Assets are sold to another entity or Person, then, Seller shall (i) subject to Bankruptcy Court approval, pay Purchaser the sum of $234,000, representing the "Breakup Fee" (herein so called) provided for in the Bid Procedures Order, and (ii) reimburse Purchaser for its actual expenses incurred in conducting due diligence of the Assets, and negotiating the terms of this Agreement, not to exceed $150,000, (the "Expense Reimbursement") in accordance with the Bid Procedures Order.
Sample 1
Breakup Fee; Expense Reimbursement. Pursuant to the Bid Procedures Order, in the event that some or all of the Assets are sold, conveyed or otherwise transferred to any other entity or Person, other than the Acquiror (the "Alternative Transaction"), in addition to the return of the Xxxxxxx Money Deposit and all interest earned thereon to Acquiror pursuant to Section 9.2, the Seller shall pay Acquiror the sum of One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) (the "Breakup Fee"). The Breakup Fee shall be paid to Acquiror by wire transfer of immediately available funds to an account designated by Acquiror or its designee within two (2) Business Days after the closing of the Alternative Transaction. Acquiror's right to payment of the Breakup Fee described in this Section shall have a super-priority administrative claim status in the Bankruptcy Cases pursuant to Sections _05 and 507(b) of the Bankruptcy Code, senior to all other priority and super-priority administrative expense claims (except for the claims of the Seller's debtor-in-possession lenders and any claim under the carve-out from such lenders' collateral as provided for in any order authorizing such debtor-in- possession financing entered in the Bankruptcy Cases), and Acquiror shall be entitled to apply to the Bankruptcy Court for specific performance of this Section in the event that Seller fails to pay Acquiror.
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Related to Breakup Fee; 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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).

  • 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.

  • Termination Fee; Expenses (a) In recognition of the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreement.

  • Closing Fees, Expenses, etc The Administrative Agent shall have received for its own account, or for the account of each Lender, as the case may be, all fees, costs and expenses due and payable pursuant to Sections 3.3 and 10.3, if then invoiced.

  • Fees, Expenses and Reimbursement (a) The Board may cause the Fund to compensate each Manager who is not an "interested person" of the Fund (as defined in the 1940 Act), and such Manager shall be reimbursed by the Fund for reasonable travel and out-of-pocket expenses incurred by him in performing his duties under this Agreement. (b) The Fund shall bear all costs and expenses incurred in its business and operations. Costs and expenses to be borne by the Fund include, but are not limited to, the following: (1) all costs and expenses directly related to investment transactions and positions for the Fund's account, including, but not limited to, brokerage commissions, research fees, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased, custodial fees, margin fees, transfer taxes and premiums, taxes withheld on foreign dividends, and indirect expenses from investments in Investment Funds; (2) all costs and expenses associated with the operation and registration of the Fund, offering costs and the costs of compliance with applicable Federal and state laws; (3) all costs and expenses associated with the organization and operation of separate Investment Funds managed by Investment Managers retained by the Fund; (4) the costs and expenses of holding meetings of the Board and any meetings of Members, including costs associated with the preparation and dissemination of proxy materials; (6) the fees and disbursements of the Fund's counsel, legal counsel to the Independent Managers, auditing and accounting expenses and fees and disbursements for independent accountants for the Fund, and other consultants and professionals engaged on behalf of the Fund; (7) the fees payable to custodians and other persons providing administrative services to the Fund; (8) the costs of a fidelity bond and any liability insurance obtained on behalf of the Fund or the Board or Indemnitees; (9) all costs and expenses of preparing, setting in type, printing, and distributing reports and other communications to Members; and (10) such other types of expenses as may be approved from time to time by the Board. (c) Subject to procuring any required regulatory approvals, from time to time the Fund may, alone or in conjunction with other registered or unregistered investment funds or other accounts for which CSFB Alternative Capital, or any Affiliate of CSFB Alternative Capital, acts as general partner or investment adviser, purchase insurance in such amounts, from such insurers and on such terms as the Board shall determine.

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