Common use of Pre-Closing Costs and Expenses Clause in Contracts

Pre-Closing Costs and Expenses. (a) Any reasonable out of pocket due diligence, legal and underwriting costs or expenses incurred by an Investor Group Partner or its Affiliate (other than GSMC) relating to the acquisition of BRI or the execution of this Agreement will be reimbursed by the Partnership to such Partner on or promptly after the Closing Date. (b) The Partnership shall not be required to reimburse any Partner for fees payable to any broker or investment banker in connection with the proposed acquisition of BRI, except for the fee payable to Xxxxxxxxx & Co. in accordance with its existing agreement with The Berkshire Group, which fee shall not be in excess of $4,955,000. Notwithstanding the foregoing, the Partnership may pay fees to brokers or investment bankers in connection with additional equity and/or debt financing as provided in Section 3.4 or Section 4.4(a). (c) The Partnership shall pay (i) all fees and expenses in an amount not to exceed $750,000 related to the bridge financing committed by Xxxxxxx Sachs Mortgage Company ("GSMC") in connection with the contemplated merger of the Partnership (or a Subsidiary thereof) and BRI and (ii) all fees and expenses related to the bridge financing committed or provided by Whitehall and Blackstone in connection with the contemplated merger of the Partnership (or a Subsidiary thereof) and BRI (the "Bridge Loan") payable under the commitment letter or definitive agreements relating to such Bridge Loan. (d) In the event that, under the terms of the BRI Merger Agreement, a termination or break-up fee and/or reimbursement of expenses becomes payable to the Partnership, such fee shall be allocated among the Investor Group Partners as follows: (i) first, to reimburse the Investor Group Partners for their actual out of pocket transaction costs and expenses incurred to the date of the payment of such fee and (ii) second, to the Investor Group Partners pro rata based upon their respective anticipated initial Partnership Percentage Interests.

Pre-Closing Costs and Expenses. (a) Any reasonable out of pocket due diligence, legal and underwriting costs or expenses incurred by an Investor Group Partner or its Affiliate (other than GSMC) relating to the acquisition of BRI or the execution of this Agreement will be reimbursed by the Partnership to such Partner on or promptly after the Closing Date. (b) The Partnership shall not be required to reimburse any Partner for fees payable to any broker or investment banker in connection with the proposed acquisition of BRI, except for the fee payable to Xxxxxxxxx Greenhill & Co. in accordance with its existing itx xxxxxxxg agreement with The Berkshire Group, which fee shall not be in excess of $4,955,000. Notwithstanding the foregoing, the Partnership may pay fees to brokers or investment bankers in connection with additional equity and/or debt financing as provided in Section 3.4 or Section 4.4(a). (c) The Partnership shall pay (i) all fees and expenses in an amount not to exceed $750,000 related to the bridge financing committed by Xxxxxxx Goldman Sachs Mortgage Company ("GSMC") in connection xx xoxxxxxion with the contemplated merger of the Partnership (or a Subsidiary thereof) and BRI and (ii) all fees and expenses related to the bridge financing committed or provided by Whitehall and Blackstone in connection with the contemplated merger of the Partnership (or a Subsidiary thereof) and BRI (the "Bridge Loan") payable under the commitment letter or definitive agreements relating to such Bridge Loan. (d) In the event that, under the terms of the BRI Merger Agreement, a termination or break-up fee and/or reimbursement of expenses becomes payable to the Partnership, such fee shall be allocated among the Investor Group Partners as follows: (i) first, to reimburse the Investor Group Partners for their actual out of pocket transaction costs and expenses incurred to the date of the payment of such fee and (ii) second, to the Investor Group Partners pro rata based upon their respective anticipated initial Partnership Percentage Interests.

Pre-Closing Costs and Expenses. (a) Any reasonable out of pocket due diligence, legal and underwriting costs or expenses incurred by an Investor Group Partner or its Affiliate (other than GSMC) relating to the acquisition of BRI or the execution of this Agreement will be reimbursed by the Partnership to such Partner on or promptly after the Closing Date. (b) The Partnership shall not be required to reimburse any Partner for fees payable to any broker or investment banker in connection with the proposed acquisition of BRI, except for the fee payable to Xxxxxxxxx & Co. in accordance with its existing agreement with The Berkshire Group, which fee shall not be in excess of $4,955,000. Notwithstanding the foregoing, the Partnership may pay fees to brokers or investment bankers in connection with additional equity and/or debt financing as provided in Section 3.4 or Section 4.4(a). (c) The Partnership shall pay (i) all fees and expenses in an amount not to exceed $750,000 related to the bridge financing committed by Xxxxxxx Sachs Xxxxx Mortgage Company ("GSMC") in connection with the contemplated merger of the Partnership (or a Subsidiary thereof) and BRI and (ii) all fees and expenses related to the bridge financing committed or provided by Whitehall and Blackstone in connection with the contemplated merger of the Partnership (or a Subsidiary thereof) and BRI (the "Bridge Loan") payable under the commitment letter or definitive agreements relating to such Bridge Loan. (d) In the event that, under the terms of the BRI Merger Agreement, a termination or break-up fee and/or reimbursement of expenses becomes payable to the Partnership, such fee shall be allocated among the Investor Group Partners as follows: (i) first, to reimburse the Investor Group Partners for their actual out of pocket transaction costs and expenses incurred to the date of the payment of such fee and (ii) second, to the Investor Group Partners pro rata PRO RATA based upon their respective anticipated initial Partnership Percentage Interests.

Pre-Closing Costs and Expenses. (a) Any reasonable out of pocket due diligence, legal and underwriting costs or expenses incurred by an Investor Group Partner or its Affiliate (other than GSMC) relating to the acquisition of BRI or the execution of this Agreement will be reimbursed by the Partnership to such Partner on or promptly after the Closing Date. (b) The Partnership shall not be required to reimburse any Partner for fees payable to any broker or investment banker in connection with the proposed acquisition of BRI, except for the fee payable to Xxxxxxxxx & Co. in accordance with its existing agreement with The Berkshire Group, which fee shall not be in excess of $4,955,000. Notwithstanding the foregoing, the Partnership may pay fees to brokers or investment bankers in connection with additional equity and/or debt financing as provided in Section 3.4 or Section 4.4(a). (c) The Partnership shall pay (i) all fees and expenses in an amount not to exceed $750,000 related to the bridge financing committed by Xxxxxxx Sachs Mortgage Company ("GSMC") in connection with the contemplated merger of the Partnership (or a Subsidiary thereof) and BRI and (ii) all fees and expenses related to the bridge financing committed or provided by Whitehall and Blackstone in connection with the contemplated merger of the Partnership (or a Subsidiary thereof) and BRI (the "Bridge LoanBRIDGE LOAN") payable under the commitment letter or definitive agreements relating to such Bridge Loan. (d) In the event that, under the terms of the BRI Merger Agreement, a termination or break-up fee and/or reimbursement of expenses becomes payable to the Partnership, such fee shall be allocated among the Investor Group Partners as follows: (i) first, to reimburse the Investor Group Partners for their actual out of pocket transaction costs and expenses incurred to the date of the payment of such fee and (ii) second, to the Investor Group Partners pro rata PRO RATA based upon their respective anticipated initial Partnership Percentage Interests.