Expense Reimbursement and Break-Up Fee Sample Clauses

Expense Reimbursement and Break-Up Fee. (i) If this Agreement is terminated by Buyer or Sellers for any reason pursuant to Section 8.1, other than termination pursuant to Section 8.1(a) or Section 8.1(g), Sellers shall, upon the consummation of an Alternative Transaction, within five (5) Business Days after such termination of this Agreement, reimburse Buyer for all actual, documented and reasonable out of pocket costs, fees and expenses incurred by Buyer or its Affiliates, including reasonable fees, costs and expenses of any professionals (including financial advisors, outside legal counsel, accountants, experts and consultants) retained by Buyer or its Affiliates in connection with or related to the authorization, preparation, investigation, negotiation, execution and performance of this Agreement, including the Chapter 11 Cases and other judicial and regulatory proceedings related to the Agreement, up to an aggregate amount of $150,000 (such costs, fees and expenses, the “Expense Reimbursement”), such reimbursement to be made by wire transfer(s) in immediately available funds to one or more bank accounts of Buyer (or any of its Affiliates) designated in writing by Buyer to Seller. (ii) If this Agreement is terminated by Buyer or Sellers pursuant to Section 8.1(b)(ii), Section 8.1(c), Section 8.1(d), or Section 8.1(f); provided that for a termination pursuant to Section 8.1(f), the failure to close by the Outside Date was not a result of Buyer failing to fulfill, in any material respect, its obligations under this Agreement, in addition to the Expense Reimbursement which shall be payable as provided in Section 6.7(b)(i), pay to Buyer the Break-Up Fee, such payment of the Break-Up Fee to be made only, however, on the consummation of an Alternative Transaction by wire transfer(s) in immediately available funds to one or more bank accounts of Buyer (or any of its Affiliates) designated in writing by Buyer to Sellers out of the proceeds of such Alternative Transaction or otherwise satisfied pursuant to the terms of such Alternative Transaction or an order of the Bankruptcy Court approving such Alternative Transaction. (iii) The Parties acknowledge and agree that (A) the Parties have expressly negotiated the provisions of this Section 6.7(b) and the payment of the Break-Up Fee and the Expense Reimbursement are integral parts of this Agreement, (B) in the absence of Sellers’ obligations to make these payments, Buyer would not have entered into this Agreement, and (C) the Break-Up Fee and the Expense...
AutoNDA by SimpleDocs
Expense Reimbursement and Break-Up Fee. In the event that, at the Auction, a Person presents a Competing Offer which constitutes a higher or better offer in accordance with the Sale Procedure Order and Seller subsequently consummates a sale of some or all of the Purchased Assets pursuant to a Competing Offer, Purchaser shall be entitled to payment of a fee in the amount of $250,000 (the “Expense Reimbursement and Break-Up Fee”) in respect of (a) its costs and expenses associated with the conduct of due diligence and the negotiation and execution of this Agreement and the documents and agreements prepare in connection with this Agreement, including legal fees and the costs and expenses of other professional advisors; and (b) its work (i) in establishing a bid standard or minimum for other bidders in the Auction, (ii) in placing estate property in a sales configuration mode attracting other bidders to the Auction and (iii) for serving, by its name and its expressed interest, as a catalyst for other bidders in the Auction. The Expense Reimbursement and Break-Up Fee shall be paid in cash from the proceeds of and concurrent with the closing of any Competing Offer or as otherwise ordered by the Bankruptcy Court. The Expense Reimbursement and Break-Up Fee shall be paid as, and constitute, an administrative expense, of Seller under Sections 503(b)(1) and 507(a)(1) of the Bankruptcy Code. The Expense Reimbursement and Break-Up Fee will be Purchaser’s sole remedy if the Bankruptcy Court approves an offer other than Purchaser’s offer described in this Agreement. Seller also shall pay the Expense Reimbursement and Break-Up Fee if this Agreement is terminated by Seller pursuant to Section 9.2(c) on the grounds that there has been an overbid by a third party that results in an Approval Order for the transactions contemplated hereby not being entered by the Bankruptcy Court.
Expense Reimbursement and Break-Up Fee. Upon consummation of a sale of all or substantially all of the Purchased Assets to any third party (or third parties) (other than Purchaser), or if any Seller commits a material breach of this Agreement or unilaterally abandons consummation of the transactions contemplated by this Agreement, Sellers shall pay to Purchaser cash or other immediately available funds in an amount equal to seven hundred and fifty thousand dollars ($750,000) (the “Expense Reimbursement”) and a break-up fee in the amount of one million dollar ($1,000,000) (the “Break-Up Fee”); provided, however, the Expense Reimbursement and the Break- Up Fee shall not be due and payable solely if this Agreement is terminated pursuant to Section 11.1(h). The provisions of this Section 7.5(a) shall survive any termination of this Agreement. Each of the Expense Reimbursement and the Break-Up Fee shall be paid to Purchaser directly from the proceeds of the closing of such sale(s) to any third party, and shall be paid to Purchaser prior to the payment of the proceeds of such sale to any third party asserting a Lien on the Purchased Assets (and no Lien of any third party shall attach to the portion of the sale proceeds representing the Expense Reimbursement or the Break-Up Fee). The obligation to pay the Expense Reimbursement and the Break- Up Fee under this Agreement shall be absolute and unconditional and shall not be subject to any defense, claim, counterclaim, offset, recoupment or reduction of any kind whatsoever.
Expense Reimbursement and Break-Up Fee. If Purchaser shall have elected not to proceed with the Additional Closing pursuant to Section 8.3(b) hereof, or if Purchaser or the Company shall have elected not to proceed with the Additional Closing pursuant to Section 8.3(c) hereof and no Competing Transaction shall have been proposed which has a value per share of Common Stock in excess of $5.75, the Company shall reimburse Purchaser for out-of-pocket expenses incurred by Purchaser in connection with the transactions contemplated hereby, including without limitation, all expenses incurred in connection with this Agreement, the negotiations leading to its execution, the due diligence investigations of the Company, the preparation and negotiation of any related agreements, and all fees and expenses incurred by Purchaser and its affiliates to investment bankers, accountants, attorneys and other representatives, provided that the Company shall not be obligated to reimburse Purchaser for more than $250,000 of such expenses in the aggregate. If (i) Purchaser shall have elected not to proceed with the Additional Closing pursuant to Section 8.3(a) hereof, (ii) Purchaser or the Company shall have elected not to proceed with the Additional Closing pursuant to Section 8.3(c) hereof and a bona fide definitive proposal with respect to a Competing Transaction shall have been presented to the Company and publicly announced prior to the vote of the Company's stockholders in accordance with Section 5.4.1, which has a value per share of Common Stock in excess of $5.75, or (iii) the Company shall have elected not to proceed with the Additional Closing pursuant to Section 8.3(d) hereof, then in the case of any of (i), (ii) or (iii) of this Section 4.11, the Company will pay $1,000,000 to Purchaser. In the event the immediately preceding sentence of this Section 4.11 is applicable, then the first sentence of this Section 4.11 will not be applicable.
Expense Reimbursement and Break-Up Fee. Notwithstanding anything in this Agreement to the contrary, commencing on the entry of the Bidding Procedures Order, the Company agrees to pay Buyer the Expense Reimbursement and/or as applicable the Break-Up Fee in accordance with Section 10.2 in the event this Agreement is terminated.
Expense Reimbursement and Break-Up Fee. (a) In the event that (i) this Agreement is terminated pursuant to Section 9.1(b)(ii), Section 9.1(b)(iii), Section 9.1(b)(iv), Section 9.1(b)(v)(pursuant to Clauses 15.4.2(B), 15.4.2(C), 15.4.2(E), 15.4.2(F), 15.4.2(G), 15.4.4(A), 15.4.4(B), 15.4.4(C), 15.4.4(D) and 15.4.4(E) of the EMEA Asset Sale Agreement), Section 9.1(b)(vi), Section 9.1(b)(vii)(by the Purchaser), Section 9.1(c)(ii), Section 9.1(d)(i), Section 9.1(d)(ii), Section 9.1(d)(iii) or Section 9.1(d)(iv), and (ii) other than with respect to termination pursuant to Section 9.1(b)(iii), Section 9.1(b)(v) (Pursuant to Clauses 15.4.2(C) and 15.4.2(D) of the EMEA Asset Sale Agreement) or Section 9.1(d)(iii), when this Agreement is terminated, the Purchaser is not in breach of this Agreement or the EMEA Asset Sale Agreement, which breach would result in a failure to satisfy any of the conditions to Closing set forth in Section 8.1 (other than (c) and (d) thereof in respect of a termination pursuant to Section 9.1(b)(ii) or 9.1(d)(iv)) or Section 8.2 of this Agreement, then the Sellers shall pay to the Purchaser a cash fee equal to the Seller Expense Reimbursement. Such amount shall be paid by wire transfer of immediately available funds to an account designated by the Purchaser and shall be paid after the termination of this Agreement within five (5) Business Days following receipt by the Main Sellers and NNUK of written notice from the Purchaser describing the fees and expenses that constitute the Expense Reimbursement in reasonable detail. (b) If this Agreement is (i) (A) terminated pursuant to Section 9.1(b)(v)(pursuant to Clauses 15.4.2(F), 15.4.4(A) and 15.4.4(B) of the EMEA Asset Sale Agreement), Section 9.1(b)(vii)(by the Purchaser), Section 9.1(c)(ii) or Section 9.1(d)(i) and (B) when this Agreement is terminated, the Purchaser is not in breach of this Agreement or the EMEA Asset Sale Agreement, which breach would result in a failure to satisfy any of the conditions to Closing set forth in Section 8.1 or Section 8.2 of this Agreement or (ii) (A) terminated pursuant to Section 9.1(b)(ii), Section 9.1(b)(iii), Section 9.1.(b)(v)(pursuant to 15.4.2(B), Clauses 15.4.2(C),15.4.4(C) and 15.4.4(D) of the EMEA Asset Sale Agreement), Section 9.1(d)(ii) or Section 9.1(d)(iii), (B) other than with respect to termination pursuant to Section 9.1(b)(iii), Section 9.1(b)(v) (pursuant to Clauses 15.4.2(C) or 15.4.4(D) of the EMEA Asset Sale Agreement) or Section 9.1(d)(iii), when this Agreement is terminat...
Expense Reimbursement and Break-Up Fee. The last sentence of Section 6.4(a) shall be deleted and replaced with the following: "The Break-Up Fee shall constitute an administrative priority claim against the Sellers' estates under Sections 503(b) and 507(a)(1) of the Bankruptcy Code and shall be paid immediately, without further order of the Bankruptcy Court, upon the consummation of the first Alternative Transaction to occur following the date hereof."
AutoNDA by SimpleDocs

Related to Expense Reimbursement and Break-Up Fee

  • 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.

  • 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.

  • 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.

  • 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 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.

  • Reimbursement of Eligible Costs To be eligible for reimbursement, the Engineer's costs must (1) be incurred in accordance with the terms of a valid work authorization; (2) be in accordance with Attachment E, Fee Schedule; and (3) comply with cost principles set forth at 48 CFR Part 31, Federal Acquisition Regulation (FAR 31). Satisfactory progress of work shall be maintained as a condition of payment.

  • 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.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!