Breakup Fee and Expense Reimbursement. (a) If Purchaser terminates this Agreement pursuant to any of the provisions of Section 10.1(c)-(f) hereof, then Purchaser shall be entitled to the Breakup Fee and Expense Reimbursement Amount, which shall be deemed fully earned, due and owing as of the date of such termination. The Breakup Fee and Expense Reimbursement Amount payable pursuant to this Section 10.2(a) shall be paid directly to Purchaser out of the purchase price paid as part of any Alternative Transaction, upon and directly through the closing of the Alternative Transaction, and such payments shall be a condition to the closing of any Alternative Transaction. If Purchaser terminates this Agreement pursuant to any of the provisions of Section 10.1(b), (g) or (h) hereof, then Purchaser shall be entitled, in addition to all other remedies, to immediate payment of any and all out-of-pocket costs incurred relating to this Agreement or the transactions contemplated thereby, but in no event more than the aggregate amount of the Expense Reimbursement Amount, which shall be deemed fully earned, due and owing as of the date of such termination.
Breakup Fee and Expense Reimbursement. Seller shall pay to the Buyer the Breakup Fee and Expense Reimbursement (as defined in the Bid Procedures Order) in accordance the Bid Procedures Order. The Breakup Fee and Expense Reimbursement is intended to cover the expenses and opportunity costs incurred by the Buyer in pursuing and negotiating this Agreement and the transactions contemplated hereby, and is considered by the Parties to be reasonable for such purposes.
Breakup Fee and Expense Reimbursement. If this Agreement is terminated pursuant to Section 8.1(h), in addition to the return of Deposit pursuant to Section 2.10, Sellers shall immediately pay Buyer from the proceeds of the Alternate Transaction an expense reimbursement of actual, necessary and documented out of pocket expenses associated with diligence of the Sellers in connection with Buyer becoming the stalking horse bidder and negotiations and documentation of this Agreement and pleadings and papers related thereto (the “Expense Reimbursement”) and, a breakup fee equal to three percent (3.0%) of the Purchase Price (the “Breakup Fee”); provided that the combined Expense Reimbursement and Breakup Fee shall not exceed five percent (5.0%) of the Purchase Price. Sellers’ obligation to pay the Breakup Fee and Expense Reimbursement pursuant to this Section 8.3 shall be subject to Bankruptcy Court approval and shall survive termination of this Agreement and shall constitute an administrative expense of Sellers to be paid solely out of proceeds of an Alternate Transaction; provided, however, that if Blue Torch submits a Qualified Bid to purchase substantially all of the Purchased Assets through a credit bid of its Secured Debt and any amounts owing under the DIP Agreement, then Sellers shall cause Blue Torch to deposit cash equal to the Breakup Fee and Expense Reimbursement in escrow for the benefit of Buyer in the event such Qualified Bid shall be determined by Sellers and the Bankruptcy Court to be winning bidder to acquire the Purchased Assets, and such escrowed Breakup Fee and Expense Reimbursement shall be paid by Sellers to Buyer via wire transfer of immediately available funds to an account designated by Buyer within one (1) Business Day of the closing of such transaction with Blue Torch. If Buyer is entitled to receipt of the Breakup Fee and Expense Reimbursement pursuant to this Section 8.3, the receipt of the Breakup Fee and Expense Reimbursement shall (i) be paid by wire transfer of immediately available funds to an account designated by Buyer within one (1) Business Day of any such termination and (ii) be the liquidated damages of Buyer and Buyer’s sole and exclusive remedy for the breach by Sellers of this Agreement.
Breakup Fee and Expense Reimbursement. (a) Upon the first to occur of the date the Company consummates (i) an Alternative Transaction or (ii) a Chapter 11 plan (other than a "liquidating" plan, except one in connection with or as a result of an Alternative Transaction or one in lieu thereof which accomplishes a comparable result) pursuant to the Bankruptcy Code, the Company shall immediately pay (in cash) to Buyer a breakup fee in an amount equal to $200,000 (the "Breakup Fee") and Expense Reimbursement; provided, however, that the Breakup Fee shall not be payable to Buyer if this Agreement has been terminated by the Company pursuant to Section 6.1(c).
Breakup Fee and Expense Reimbursement. Upon the occurrence of a Triggering Event (defined below), in addition to Principal, Interest, DIP Financing Commitment Fee, and OID, Lender shall be entitled to a breakup fee and expense reimbursement which shall consist of:
Breakup Fee and Expense Reimbursement. (a) If the transactions contemplated hereby are not consummated for any reason other than the material breach by Purchaser of this Agreement or a termination pursuant to Section 11.1(a), Sellers shall immediately pay (in cash) to Purchaser the Expense Reimbursement.
Breakup Fee and Expense Reimbursement. (a) (x) If this Agreement is terminated by Purchasers pursuant to Section 8.1(e), 8.1(g), 8.1(i)(B), 8.1(j), 8.1(k) or 8.1(l), Sellers shall pay (in cash) to Purchasers on the earlier of (i) the date of closing of an Acquisition Proposal and (ii) 11 days following date the Auction is closed (or if no Auction is conducted and closed, 55 days after the entry of the Bidding Procedures Order), an aggregate breakup fee equal to $16,000,000 (the “Breakup Fee”) less the Expense Reimbursement payable in connection with such termination pursuant to Section 8.2(b), and (y) if this Agreement is terminated by Purchasers pursuant to Section 8.1(c) or 8.1(h), Sellers shall pay (in cash) to Purchasers on the date of such termination an amount equal to the Breakup Fee less the Expense Reimbursement payable in connection with such termination pursuant to Section 8.2(b), in each of clauses (x) and (y), with Sellers being jointly and severally liable for such payment; provided, that notwithstanding anything in this Agreement to the contrary, the Breakup Fee shall not be payable to Purchasers if this Agreement is terminated by Sellers pursuant to Section 8.1(c).
Breakup Fee and Expense Reimbursement. Section 8.02 is hereby amended by deleting all references to the Breakup Fee and, in each of the events set forth in Section 8.02(a)(i) and (ii), Buyer shall be entitled solely to the Expense Reimbursement.
Breakup Fee and Expense Reimbursement. The parties agree that the Assets will be sold pursuant to an auction process subject to the approval of the Bankruptcy Court. If the Assets are sold to Purchaser, Anglo-Puerto Rican Insurance Corporation shall be entitled to a breakup fee of $250,000 (the “Breakup Fee”) and reimbursement of its reasonable expenses up to an amount of $200,000 (the “Expense Reimbursement”) related to pursuing the purchase of the Assets, payable from the proceeds of the sale of the Assets to Purchaser. Seller represents to Purchaser that, pursuant to an order of the Bankruptcy Court, the Breakup Fee and Expense Reimbursement shall be paid to Anglo-Puerto Rican Insurance Corporation from the proceeds of the sale to Purchaser on the terms set forth in the Bidding Procedures Order. The Bidding Procedures Order provides that the Bankruptcy Court and Seller will consider the obligation to pay the Breakup Fee and Expense Reimbursement in determining which party has made the highest and best offer at the auction.
Breakup Fee and Expense Reimbursement
