Expense Reimbursement; Break-Up Fee Sample Clauses

Expense Reimbursement; Break-Up Fee. (A) If this Agreement is terminated pursuant to Section 12.1(b) (but only if (x) the Buyer has satisfied all conditions to Closing requiring performance by the Buyer and (y) the failure of the Closing to occur on or before the Termination Date is the result of a willful breach by either of the Sellers or the Companies), Section 12.1(d) or Section 12.1(e) (but in each case only if (x) the Buyer is not in material breach of any obligation under this Agreement and (y) the breach or breaches giving rise to the Buyer’s right to terminate is a willful breach by either of the Sellers or the Companies and, in the case of a breach of covenant where satisfaction of the covenant is solely within the control of the Sellers and the Companies, does not involve obtaining a third party consent, and can be satisfied using reasonable commercial efforts, any breach shall be deemed willful), Section 12.1(f), Section 12.1(g), Section 12.1(h), Section 12.1(i), Section 12.1(j), Section 12.1(k), Section 12.1(l) or Section 12.1(o) (but only if the basis of such termination is the issuance by the Bankruptcy Court of a Final Order rejecting the Plan), then, provided that the Expense Reimbursement and Break-Up Fee were previously approved by the Bankruptcy Court, the Companies shall reimburse the Buyer Group for all of its reasonable out-of-pocket expenses incurred in connection with this Agreement (including expenses or other amounts the Buyer pays pursuant to the terms of this Agreement, such as all or any portion of any filing fee), up to a total amount of six million dollars ($6,000,000) (the “Expense Reimbursement”) in same-day funds, at the time of such termination. For the avoidance of doubt, the parties agree that if this Agreement is terminated pursuant to Section 12.1(f), the Buyer Group’s right to reimbursement of its expenses by the Companies shall be governed by that certain Expense Reimbursement Agreement, dated as of January 19, 2005, by and between the Cable Venture and MidOcean Partners LP, as the same shall have been amended through the date of such termination (the “Expense Reimbursement Agreement”).
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Expense Reimbursement; Break-Up Fee. If this Agreement is terminated pursuant to Section 9.1(b)(ii), Section 9.1(c), Section 9.1(e), Section 9.1(g), or Section 9.1 (j), then Buyer shall be deemed to have earned the Expense Reimbursement, which shall be paid in cash, by wire transfer of immediately available funds to an account designated by Buyer, without further order of the Bankruptcy Court, promptly (and in any event within three (3) Business Days) following any such termination. Further, upon the consummation of any Alternative Transaction following any such termination, Buyer shall be deemed to have earned the Break-Up Fee, which shall be paid in cash, by wire transfer of immediately available funds to an account designated by Buyer, out of the proceeds of such Alternative Transaction, without further order of the Bankruptcy Court, contemporaneously with the consummation of such Alternative Transaction. The Expense Reimbursement and Break-Up Fee shall each be a super-priority administrative expense priority obligation under Section 364(c)(1) of the Bankruptcy Code with priority over all expenses of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code. Sellers hereby acknowledges that the obligation to pay the Expense Reimbursement and Break-Up Fee (to the extent due hereunder) shall survive the termination of this Agreement and shall have super-priority administrative status against Sellers and their estate.
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Expense Reimbursement; Break-Up Fee. (a) In the event (i) this Agreement is terminated by the Sellers at a time when the Buyers are not in breach of this Agreement and (ii) the Sellers thereafter consummate an Alternative Transaction with an unaffiliated third party, the Sellers shall pay to the Buyers an amount equal to a break-up fee of Two (2% ) per cent of the Purchase Price (the "Break-Up Fee").
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Expense Reimbursement; Break-Up Fee. Sellers acknowledge that Purchaser made a substantial investment of management time and incurred substantial out-of-pocket expenses in connection with negotiation and execution of the Agreement, its due diligence of the Business, the Acquired Assets and the Assumed Liabilities in Purchaser’s effort to consummate the Transactions contemplated hereby, and Purchaser’s efforts have substantially benefitted Sellers and will benefit the Sellers and the bankruptcy estate of the US Seller through the submission of the offer that is reflected in this Agreement and that will serve as the minimum bid as to which other potential bidders may rely, thus increasing the likelihood that the price at which the Acquired Assets are sold would be maximized. In consideration thereof, and as compensation for the value provided to Sellers sand the Estate of the US Seller, the Sellers agree to the following:
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Expense Reimbursement; Break-Up Fee. (a) If this Agreement is terminated by Purchaser or Sellers pursuant to Section 9.01(g), then Sellers shall pay to Purchaser an amount, not to exceed $450,000.00, subject to increase pursuant to Section 11.15 (the "Expense Reimbursement"), to reimburse 50 Purchaser's out-of-pocket costs and expenses incurred in connection with Purchaser's consideration of a transaction involving one or more Sellers, including the transactions contemplated by this Agreement, through the period up to and including the date upon which this Agreement is terminated, as provided in and subject to the conditions of the Bidding Procedures Order. The Expense Reimbursement shall be payable to Purchaser in cash, by wire transfer of immediately available funds to an account designated in writing by Purchaser, and shall be paid as provided in and subject to the conditions set forth in the Bidding Procedures Order.
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Related to Expense Reimbursement; 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.

  • 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.

  • 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 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.

  • 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.

  • Expenses; Termination Fee (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated.

  • 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.

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