Expense Reimbursement Amount. (a) If this Agreement is terminated in accordance with the terms set forth in Section 8.1(a)(ii)(B) or Section 8.1(a)(iii)(A), then the Sellers, jointly and severally, shall pay to the Buyer in cash not later than two (2) Business Days following receipt of documentation supporting the request for reimbursement of out-of-pocket costs, fees and expenses, an amount equal to the reasonable and documented out-of-pocket costs, fees and expenses incurred by the Buyer and its Affiliates (including fees and expenses of legal, accounting and financial advisors) in connection with the development, execution, delivery and approval by the Bankruptcy Court of this Agreement and the transactions contemplated hereby in an amount not to exceed $1.134 million ($1,134,000.00) (the “Expense Reimbursement Amount“), in each case by wire transfer of immediately available funds to an account specified by the Buyer to the Sellers in writing. The Sellers’ obligation to pay the Expense Reimbursement Amount pursuant to the terms of this Section 8.3(a) shall be subordinate and junior in all respects to the DIP Superpriority Claims, the DIP Obligations, any and all Encumbrances securing the DIP Obligations. The Sellers’ obligation under this Agreement to pay the Expense Reimbursement Amount shall be without prejudice to, and shall not be construed as a limitation of or cap on, any obligation of any Seller to otherwise reimburse or pay the fees and expenses of the Buyer or any of its Affiliates under any Order of the Bankruptcy Court, other contract or by operation of law.
Expense Reimbursement Amount. (a) Despite any other provision in this Agreement relating to the payment of fees and expenses, if an Expense Reimbursement Amount Event occurs, Powerfleet shall pay the Expense Reimbursement Amount to the Sellers (or as the Sellers may direct by notice in writing) in accordance with Section 7.5(c).
Expense Reimbursement Amount. If the Services Relationship is terminated for any reason, the Companies will, within 30 days, reimburse in a lump sum amount to KSC any expense amounts to which it is entitled under Section 3(d) hereof.
Expense Reimbursement Amount. If this Agreement is terminated for any reason other than by Seller pursuant to Section 9.1(d) or (e) Seller shall pay Purchaser the Expense Reimbursement Amount upon termination of this Agreement. The Expense Reimbursement Amount shall be payable as allowed administrative expenses under Sections 503(b) and 507(a) of the Bankruptcy Code. Purchaser’s receipt of the Expense Reimbursement Amount in accordance with the terms of this Section 5.7 shall be in full settlement and satisfaction of any damages of any kind that Purchaser may suffer as a result of the termination of this Agreement or a breach by Seller of its obligations hereunder prior to Closing and shall be Purchaser’s sole and exclusive remedy in damages for Seller’s breach of its obligations hereunder prior to Closing.
Expense Reimbursement Amount. If this Agreement is terminated for any reason, the Companies will, within 30 days, reimburse in a lump sum amount to KSC any expense amounts to which it is entitled under Section 3(c) hereof.
Expense Reimbursement Amount. The aggregate amount of expense reimbursements paid by ALR Holdings or its affiliates to affiliates of the Retrocessionaires through the Closing Date in connection with the transactions contemplated hereby, as contemplated by an electronic mail message from Cxxxx X. Xxxxxx to Jxxx X. Xxxxx dated June 20, 2005.
