Break-Up Fees and Expenses Sample Clauses

Break-Up Fees and Expenses. (a) Except as set forth in this Section 10.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not such transactions are consummated.
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Break-Up Fees and Expenses. (a) Except as otherwise specified in this Section 7.2 or agreed in writing by the parties, all out-of-pocket costs and expenses incurred in connection with this Agreement, the Merger and the other transactions contemplated hereby shall be paid by the party incurring such cost or expense, except that out-of-pocket costs and expenses incurred in connection with printing and mailing the Offer Documents, the Schedule 14D-9 and the Proxy Statement shall be borne equally by Parent and the Company.
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Break-Up Fees and Expenses. (a) Each Party Bears Its Own Expenses. Except as otherwise agreed in writing by the parties, all out-of-pocket costs and expenses incurred in connection with this Agreement, the Merger and the other transactions contemplated hereby and by this Agreement shall be paid by the party incurring such cost or expense.
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Break-Up Fees and Expenses. The Mendik Group agrees that if this Agreement shall be terminated (1) pursuant to Section 8.1(i) and prior to such termination or within one (1) year thereafter one or more members of the Mendik Group or any of its Affiliates executes a definitive agreement with respect to a Competing Transaction which is subsequently consummated (whether within or after one (1) year after the termination) or (2) pursuant to Section 8.1(b), (d), (g) or (h) and within one (1) year thereafter one or more members of the Mendik Group or any of its Affiliates executes a definitive agreement with respect to a Competing Transaction which is subsequently consummated (whether within or after one (1) year after the termination) with a third party (or group acting together) with whom such members of the Mendik Group or any of its Affiliates had substantive discussions regarding a Competing Transaction after February 13, 1997 and prior to any such termination, then Mendik/FW LLC shall pay (provided that neither Vornado nor Vornado Sub was in breach of any of its material obligations hereunder at the time of termination), as directed by Vornado, a fee in an amount equal to the Break-Up Fee (as defined below); provided, however, the Mendik Group shall have no obligation to pay a Break-Up Fee or any Break-Up Expenses (as defined below) if the Mendik Group consummates an initial public offering other than as described in clause (B) below or the
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Break-Up Fees and Expenses. (a) Each Party Bears Its Own Expenses. Except as otherwise agreed in writing by the parties, all out-of-pocket costs and expenses incurred in connection with this Agreement, the Merger and the other transactions contemplated hereby and by this Agreement shall be paid by the party incurring such cost or expense; provided, Clearday shall reimburse, as incurred, up to $175,000 of Parent’s reasonable, documented, out of pocket legal and accounting expenses incurred by Parent in connection with the preparation, filing and clearing of SEC comments with respect to the Merger Proxy and Registration Statement.
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Break-Up Fees and Expenses 
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Related to Break-Up Fees and Expenses

  • Costs, Fees and Expenses Except as otherwise specifically provided herein, each party hereto agrees to pay all costs, fees and expenses which it has incurred in connection with or incidental to the matters contained in this Agreement, including without limitation any fees and disbursements to its accountants and counsel; provided, that the Assuming Institution shall pay all fees, costs and expenses (other than attorneys’ fees incurred by the Receiver) incurred in connection with the transfer to it of any Assets or Liabilities Assumed hereunder or in accordance herewith.

  • Other Fees and Expenses Borrower shall pay to Agent, for its own account, all charges for returned items and all other bank charges incurred by Agent, as well as Agent's standard wire transfer charges for each wire transfer made under this Agreement.

  • Transfer Fees and Expenses The Transferor and Transferee of any Units or other interest in the Company shall be jointly and severally obligated to reimburse the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer, whether or not consummated.

  • Payment of Fees and Expenses Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document.

  • Interest Fees and Expenses 1. (a) Interest on the Revolving Loans shall be payable monthly as of the end of each month and shall be an amount equal to (a) the applicable Chase Bank Rate Margin plus the Chase Bank Rate, per annum, on the average of the net balances owing by the Company to CITBC in the Company's account at the close of each day during such month on balances other than Libor Loans and (b) the applicable Libor Margin plus the applicable Libor on each Libor Loan, on a per annum basis, on the average of the net balances owing by the Company to CITBC in the Company's account in respect of such Libor Loan at the close of each day during such month. In the event of any change in said Chase Bank Rate, the rate under clause (a) above shall change, as of the first of the month following any change, so as to remain equal to the new Chase Bank Rate plus the applicable Chase Bank Rate Margin. In addition, the rate applicable under clause (a) or (b) above shall change based upon any change of the applicable Chase Bank Rate Margin or the Libor Margin; provided that any such change in such a margin such be effective on the first Business Day of the month following the month in which the Company shall have delivered, at least five (5) Business Days before the end of the month, to CITBC the financial statements demonstrating the change in EBITDA giving rise to such change in the margin, and any change in the Libor Margin shall affect only Libor Loans not yet funded as of that date. The rate hereunder shall be calculated based on a 360-day year. CITBC shall be entitled to charge the Company's account at the rate provided for herein when due until all Obligations have been paid in full.

  • Legal Fees and Expenses The parties shall each bear their own expenses, legal fees and other fees incurred in connection with this Agreement.

  • Termination Fees and Expenses (a) The Company agrees that:

  • Certain Fees and Expenses (a) Provided that the Fund is not in material breach of its obligations under this Agreement, if the Merger is not consummated for failure of the condition to Closing contained in Section 7.1(f) to be satisfied and, as a result of such failure, CNLRP is obligated to pay the Company a break-up fee pursuant to the terms of the CNLRP Merger Agreement, the Company shall pay to the Fund as follows: (i) if the Fund has waived the condition to Closing contained in Section 7.1(f) and elected to proceed with the Merger, the Company shall pay to the Fund an amount equal to $8,000,000, multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration; and (ii) if the Fund has not waived the condition to Closing contained in Section 7.1(f) and the Merger is not consummated, the Company shall pay to the Fund an amount equal to $5,000,000, multiplied by a fraction, the numerator of which shall be the value of the Merger Consideration and the denominator of which shall be the value of the Aggregate Merger Consideration.

  • Attorneys’ Fees and Expenses Evidence that the costs and expenses (including reasonable attorneys’ fees) referred to in Section 12.1, to the extent invoiced, shall have been paid in full by Borrower;

  • Reimbursement of Fees and Expenses The Advisor retains its right to receive reimbursement of any excess expense payments paid by it pursuant to this Agreement under the same terms and conditions as it is permitted to receive reimbursement of reductions of its investment management fee under the Investment Advisory Agreement.

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