Common use of Restructuring Costs Clause in Contracts

Restructuring Costs. Subject to the limitations set forth in this Section 5.5, ProMedica shall reimburse the Debtor, promptly upon demand, for all Restructuring Costs paid by the Debtor during the Fee Reimbursement Period. “Restructuring Costs” means all fees, costs and expenses paid by the Debtor to professionals (to the extent either retained by the Debtor or retained by any other Person entitled to reimbursement by the Debtor) during the Fee Reimbursement Period in connection with (i) the Original Plan, (ii) the Amended Plan, (iii) the Bankruptcy Case, or (iv) the restructuring or reorganization of the Debtor. Notwithstanding the foregoing, ProMedica shall not be required by this Section 5.5 to reimburse the Debtor for Restructuring Costs in excess of $2 million per calendar month or, with respect to the calendar month in which the Fee Reimbursement Period ends, to the extent the Fee Reimbursement Period ends on a day other than the last day of such calendar month, a pro rata portion of such amount; provided that, to the extent that the amount of reimbursed Restructuring Costs in any calendar month is less than $2 million, the unused portion may be applied in future calendar months. The “Fee Reimbursement Period” means the period from (and including) May 1, 2018 through (and including) the earlier of (i) the Effective Date (as defined in the Amended Plan) or (ii) the date of termination of this Agreement.