Termination Expenses definition

Termination Expenses means an amount, not to exceed $1,000,000, equal to the reasonably documented Expenses of Purchaser and Merger Sub.

Termination Expenses means expenses incurred by the Consultant which are directly attributable to termination of the Services;

Termination Expenses has the meaning set forth in Section 10.1(d).

Examples of Termination Expenses in a sentence

• Termination Expenses are in addition to compensation for Basic and Supplemental Services, and are full compensation for all damages and expenses which are directly or indirectly attributable to termination.

• Termination Expenses are those jobsite costs directly attributable to termination (such as jobsite demobilization costs).

• In the event of termination for convenience by the Owner, the Contractor shall only be entitled to and paid compensation earned through the date of termination and Termination Expenses.

• However, neither the Security Instrument or capital advance, nor the Building Loan Agreement or Capital Advance Agreement, provide funds for Reimbursable Expenses pursuant to Section 11.5 of the Agreement, Termination Expenses pursuant to Section 9.7 of the Agreement, or Additional Service Compensation pursuant to Section 11.2 of the Agreement.

• Upon determination of the Basic Fee earned and Termination Expenses incurred by the Architect, and accounting for any Extra Services performed or Reimbursable Expenses incurred in accordance with the Agreement, the Architect shall be paid any unpaid balance of the amount then due under the Agreement.

More Definitions of Termination Expenses

Termination Expenses means expenses reasonably and necessarily incurred by the Consultant as a direct result of the termination of this Agreement or the suspension of the Services.

Termination Expenses has the meaning set forth in Section 6.6(c)(ii).

Termination Expenses means an amount, not to exceed $10,000,000, equal to the reasonable out-of-pocket costs and expenses of Parent and Merger Sub and their respective Affiliates incurred in connection with this Agreement and the transactions contemplated hereby (including the fees and expenses of the financial advisor, counsel and accountants incurred in connection with this Agreement and the transactions contemplated hereby).

Termination Expenses means, without duplication, any payment required to be paid by a Parent Entity, MergerCo 1, MergerCo 2 or any Investor to the Company or Hospitality arising out of, attributable to or in connection with the Transaction (including, the Parent Termination Amount, if applicable, amounts payable under a Limited Guaranty, any other termination fee, damages award or settlement payment or any expense reimbursement).

Termination Expenses has the meaning ascribed thereto in Section 9.3;

Termination Expenses means reasonable, documented out-of-pocket fees and expenses, not to exceed $10,000,000 in the aggregate, incurred or paid by or on behalf of the party receiving payment thereof and its Subsidiaries in connection with the transactions contemplated by this Agreement, or related to the authorization, preparation, negotiation, execution and performance of this Agreement, in each case including documented fees and expenses of law firms, commercial banks, investment banking firms, financing sources, accountants, experts and consultants to such party and its Subsidiaries.

Termination Expenses shall be an amount equal to the lesser of (i) the Company's out-of-pocket expenses incurred in connection with this Agreement and the Transactions (including, without limitation, all attorneys', accountants' and investment bankers' fees and expenses) but in no event in an amount greater than $1,500,000 (the "Termination Expense Base Amount") and (ii) the sum of (A) the maximum amount that can be paid to the Company in the Termination Year and in all relevant taxable years thereafter without causing the Company to fail to meet the REIT Requirements for such year, determined as if the payment of such amount did not constitute Qualifying Income, as determined by independent accountants to the Company and (B) in the event the Company receives a ruling from the IRS (a "Termination Expense Ruling") holding that the Company's receipt of the Termination Expense Base Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of the REIT Requirements, the Termination Expense Base Amount less the amount payable under clause (A) above. Acquiror's obligation to pay any unpaid portion of the Termination Expenses shall terminate five years from the date of this Agreement and Acquiror shall have no obligation to make any further payments notwithstanding that the entire amount of Termination Expense Base Amount has not been paid as of such date. If the amount payable for the Termination Year (as determined above) is less than the Termination Expense Base Amount, Acquiror shall place the remaining portion of the Termination Expense Base Amount in escrow and shall not release any portion thereof to the Company unless and until Acquiror receives either of the following: (i) a letter from the Company's independent accountants indicating the maximum amount that can be paid at that time to the Company without causing the Company to fail to meet the REIT Requirements for any relevant taxable year, together with either an IRS ruling issued to the Company or an opinion of the Company's tax counsel to the effect that such payment would not be treated as includable in the income of the Company for any prior taxable year, in which event Acquiror shall pay to the Company such maximum amount, or (ii) a Termination Expense 38 44 Ruling, in which event Acquiror shall pay to the Company the unpaid Termination Expense Base Amount. SECTION 8.3