Common use of Expense Fee Clause in Contracts

Expense Fee. In the event this Agreement is terminated by SELLER pursuant to Section 12.6(c)(ii), or by BUYER pursuant to Section 12.6(d)(ii), and BUYER is otherwise not entitled to recover liquidated damages pursuant to Section 12.7(c), and; (a) BUYER was not in breach of the Agreement at the time of termination; and (b) SELLER does not sell substantially all of its assets or all of its stock to a third party within one-hundred forty (140) days after the 12.6(c)(ii) or 12.6(d)(ii) termination event, then SELLER shall promptly reimburse BUYER for reasonable out of pocket expenses as approved by the Bankruptcy Court as incurred by BUYER in connection with its good faith actions in furtherance of performance pursuant to this Agreement, including without limitation the due diligence of BUYER with respect to the Properties; up to, but not to exceed $500,000 (herein the "EXPENSE FEE").

Expense Fee. In the event this Agreement is terminated by SELLER pursuant to Section 12.6(c)(ii), or by BUYER pursuant to Section 12.6(d)(ii), and BUYER is otherwise not entitled to recover liquidated damages pursuant to Section 12.7(c), and; (a) BUYER was not in breach of the Agreement at the time of termination; and (b) SELLER does not sell substantially all of its assets or all of its stock to a third party within one-hundred forty (140) days after the 12.6(c)(ii) or 12.6(d)(ii) termination event, then SELLER shall promptly reimburse BUYER for reasonable out of pocket expenses as approved by the Bankruptcy Court as incurred by BUYER in connection with its good faith actions in furtherance of performance pursuant to this Agreement, including without limitation the due diligence of BUYER with respect to the Properties; up to, but not to exceed $500,000 (herein the "EXPENSE FEEExpense Fee").