Examples of Break-Up Fee in a sentence
Alternatively, if the services previously provided by Highland are not transitioned to Oaktree, Oaktree would nevertheless be entitled to an administrative claim for the value of any out of pocket and legal expenses incurred by Oaktree relating to the potential transition of such services to Oaktree, which expenses would be in addition to the Break-Up Fee and any other legal fees or expenses incurred by Oaktree.
If this Agreement is terminated pursuant to Section 4.4(c), Sellers shall also pay the Break-Up Fee to Buyer promptly upon the effective date of termination of this Agreement in accordance with the provisions thereof, and the Parties shall have no further obligations to one another except for any obligations that, by their terms, survive the termination of this Agreement.
The Break-Up Fee shall be a super-priority administrative expense priority obligation under Section 364(c)(1) of the Bankruptcy Code with priority over all expenses of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code.
The payment of the Break-Up Fee shall be compensation for the loss suffered by EOP and EOP Partnership as a result of the failure of the Mergers to be consummated (including, without limitation, opportunity costs and out-of-pocket costs and expenses) and to avoid the difficulty of determining damages under the circumstances.
The Break-Up Fee is an actual and necessary cost that benefits the estate and its creditors.