Common use of Breakup Fee Clause in Contracts

Breakup Fee. If this Agreement is terminated by any Party hereto due to the failure of Seller or LMP to obtain the Necessary Seller Approvals prior to the Closing Date Deadline, regardless of the reason for such failure, then Buyer shall be entitled to receive from Seller and LMP, and Seller and LMP shall be obligated to pay Buyer within 3 business days following receipt of an invoice from Buyer, a fee (the “Breakup Fee”) equal to the reasonable costs and fees expended or incurred by Buyer and Fayette AWV RE, LLC for the transactions contemplated herein and under the Real Property Purchase and Sale Agreement.