Termination Fees; Expense Reimbursement Sample Clauses

Termination Fees; Expense Reimbursement. (a) In the event that this Agreement is terminated by (i) Parent pursuant to Section 10.1(c)(i) (Company Adverse Recommendation Change), (ii) the Company pursuant to Section 10.1(d)(ii) (Superior Proposal) or (iii) Parent or the Company pursuant to Section 10.1(b)(iii) (No Company Stockholder Approval) and at the time of such termination pursuant to Section 10.1(b)(iii) (No Company Stockholder Approval), Parent had the right to terminate this Agreement pursuant to Section 10.1(c)(i) (Company Adverse Recommendation Change), then, in each case, the Company shall pay to Parent a fee in the amount of $8,000,000 (the “Company Termination Fee”) at or prior to the termination of this Agreement in the case of a termination described in clause (ii) or as promptly as practicable (and, in any event, within two (2) Business Days following such termination) in the case of a termination described in clause (i) or (iii).
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Termination Fees; Expense Reimbursement. (a) If: (i) this Agreement is terminated by Parent or the Company pursuant to Section 9.2(a) or Section 9.2(b) and (ii) at or prior to the time of the termination of this Agreement an Acquisition Proposal shall have been disclosed, announced, commenced, submitted or made; and (iii) within 18 months after the date of any such termination, an Acquisition Transaction (whether or not relating to such Acquisition Proposal) is consummated or a definitive agreement contemplating an Acquisition Transaction (whether or not relating to such Acquisition Proposal) is executed, then the Company shall pay to Parent a non-refundable fee in the amount of $4,300,000 in cash (the “Termination Fee”).
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Termination Fees; Expense Reimbursement. (a) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iii) or by the Company pursuant to Section 10.01(d)(iv), then the Company shall pay, by wire transfer of immediately available funds, to Parent the Termination Fee at or prior to the termination of this Agreement in the case of a termination pursuant to Section 10.01(d)(iv) or as promptly as practicable (and, in any event, within two Business Days following such termination) in the case of a termination pursuant to Section 10.01(c)(i) or Section 10.01(c)(iii).
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Termination Fees; Expense Reimbursement. (a) The Company shall pay to Parent a fee of $1,050,000 (the “Company Termination Fee”) if:
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Termination Fees; Expense Reimbursement. (i) In the event that this Agreement is terminated pursuant to Section 9.1(b), Section 9.1(d) or Section 9.1(f), and within twelve (12) months after the date of such termination the Company consummates an Acquisition Transaction, the Company shall pay to Parent the Company Termination Fee immediately before and as a condition to the earlier of the signing of a definitive agreement in respect of, or the consummation of, such Acquisition Transaction, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.
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Termination Fees; Expense Reimbursement. (a) Section 7.01(c) Termination Fee or Expense Reimbursement. Upon (and as a condition to) the termination of this Agreement by the MLP or the Successor General Partner pursuant to Section 7.01(c), the MLP shall pay to Millennium $2 million in cash by wire transfer of immediately available funds on the date of such termination. If there shall be a termination of this Agreement by Millennium or the General Partner pursuant to Section 7.01(c), the MLP shall pay or reimburse Millennium and the General Partner for all of their out-of-pocket expenses incident to the preparation, negotiation, execution and delivery by Millennium and the General Partner of this Agreement and the documents to be delivered by them pursuant to this Agreement and the performance by them hereof and thereof through the date of termination of this Agreement. Such payment or reimbursement shall be made within two business days of the presentation by Millennium or the General Partner of written invoices or other evidence of such expenses from the party entitled to payment thereof.
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Termination Fees; Expense Reimbursement. (a) If this Agreement is terminated by Parent pursuant to Section 8.01(e) or Section 8.01(h) or is terminated by the Parent or the Company pursuant to Section 8.01(b) if, at the time of such termination, Parent would have been entitled to terminate this Agreement pursuant to Section 8.01(e) or Section 8.01(h), then the Company shall pay to Parent (or its designee) the sum of (x) the Company Termination Fee and (y) Parent’s Expenses by wire transfer of same-day funds within two Business Days following the date of such termination of this Agreement, in consideration for the disposition of Parent’s rights under this Agreement.
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Termination Fees; Expense Reimbursement. (a) In the event that this Agreement is terminated pursuant to Section 7.1(b)(i), Section 7.1(b)(iii), Section 7.1(c)(i), Section 7.1(c)(ii) or Section 7.1(d)(ii), then the Company shall promptly, and in any event within two (2) Business Days (in the case of a termination by Parent) or immediately upon such termination of this Agreement (in the case of a termination by the Company), pay or cause to be paid to Parent (or, at Sponsor’s election, Sponsor), by wire transfer of immediately available funds, the Company Termination Fee (less the amount of any Parent Expenses previously paid to Parent pursuant to Section 7.3(b), if any); provided, however, that in the case of a termination solely pursuant to Section 7.1(b)(i), Section 7.1(b)(iii) or Section 7.1(c)(i): (A) such payment shall be made only if the Company enters into a Company Acquisition Agreement with a Third Party within twelve (12) months following such termination, and (B) such payment shall be made promptly, but in no event later than five (5) Business Days, after the entering into of such Company Acquisition Agreement. Parent’s acceptance of the Company Termination Fee shall constitute conclusive evidence that this Agreement has been validly terminated.
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Related to Termination Fees; Expense Reimbursement

  • 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 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.

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