Fee and Expense Reimbursements Sample Clauses

The Fee and Expense Reimbursements clause outlines the terms under which one party will compensate the other for specific costs and fees incurred during the performance of a contract. Typically, this clause details which types of expenses are eligible for reimbursement, such as travel, materials, or third-party services, and may require prior approval or supporting documentation. Its core function is to ensure that parties are fairly compensated for out-of-pocket costs, thereby preventing disputes over financial responsibilities and promoting transparency in billing.
Fee and Expense Reimbursements. (a) The Company agrees to pay EVI a fee in immediately available funds of $60,000,000 (the "Company Termination Fee") promptly upon the termination of the Agreement in the event this Agreement is terminated by the Company pursuant to Section 8.2(b) or by EVI pursuant to Section 8.2(d). (b) In the event this Agreement is terminated for any reason other than a material breach by EVI, the Company also agrees to pay to EVI the Company Termination Fee if (i) after the date hereof and before the termination of this Agreement, a takeover proposal shall have been made and publicly announced by any Person or group of Persons (an "Acquiring Person"), (ii) the stockholders of the Company shall not have approved the Merger and (iii) after the date hereof and at or prior to 12 months after the date of termination of this Agreement, the Acquiring Person or any affiliate of the Acquiring Person shall have effected an Alternative Transaction (as defined below). An Alternative Transaction shall mean (i) a merger, share exchange or other business combination or other transaction in which more than 15% of the voting securities of the Company or a material amount of the assets of the Company and its subsidiaries, taken as a whole, is acquired, including an investment in or acquisition of securities of a subsidiary of the Company to the extent so material, -45- 52 or (ii) any acquisition from the stockholders of the Company by tender offer, exchange offer or otherwise of more than 15% of the outstanding Company Shares. The Company Termination Fee payable under this Section 8.3(b) shall be payable as a condition to the consummation of the Alternative Transaction. (c) Neither the Board of Directors of EVI nor any committee thereof shall, except in connection with the termination of this Agreement pursuant to Section 7.1 (a), (b) or (d), (i) withdraw or modify in a manner adverse to the Company the approval or recommendation by the Board of Directors of EVI or any such committee of this Agreement or the Merger or take any action having such effect or (ii) approve or recommend a Preclusive Transaction. Notwithstanding the foregoing, if the Board of Directors of EVI receives a proposal for a Preclusive Transaction or other takeover proposal involving EVI because of which, in the exercise of its fiduciary obligations (as determined in good faith by a majority of the disinterested members thereof based on advice of outside counsel), it determines it is necessary to withdraw its recom...
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Fee and Expense Reimbursements. (a) If this Agreement is terminated pursuant to Section 7.1(c), 7.1(d), 8.2(f) or 8.2(g), the Company shall pay to Parent a termination fee in immediately available funds of $15 million in cash (the "Termination Fee"). The Company shall pay to Parent the Termination Fee (i) immediately prior to the termination of this Agreement in the event this Agreement is terminated pursuant to Section 7.1(c) or 8.2(f) or (ii) promptly upon termination of this Agreement in the event this Agreement is terminated pursuant to Section 7.1(d) or 8.2(g). (b) In the event that (i) a takeover proposal is made by any person during the pendency of the Offer, other than by Parent or Sub, (ii) the Offer shall have terminated or expired without the Minimum Tender Condition being satisfied and (iii) within one year after the Offer shall have terminated or expired, either (A) the Company enters into an agreement (which is subsequently consummated, whether before or after the expiration of such one year period) with any person, other than Parent or Sub, with respect to a takeover proposal which provides for (1) the transfer or issuance of securities representing more than 50% of the equity or voting interests in the Company, or (2) transfer of assets, securities or ownership interests representing more than 50% of the consolidated assets or earning power of the Company, or (B) any person acquires a majority of the Shares, then the Company shall pay to Parent the Termination Fee (as defined above). Any payment of such Termination Fee shall be paid within one business day after it becomes payable. (c) In the event (i) this Agreement is terminated by Parent or the Company pursuant to Sections 7.1(b)(i) 7.1(c), 7.1(d), 7.1(e), 8.2(f) or 8.2(g) or (ii) the Company shall be required to pay the Termination Fee pursuant to Section 8.3(b), the Company shall assume and pay, or reimburse Parent for, all reasonable fees and expenses incurred by Parent or Sub (including the fees and expenses of its counsel, accountants and financial advisors) through the date of termination of this Agreement or, in the case of clause (ii) above, the Offer, and which are specifically related to the Offer, the Merger, this Agreement and the matters contemplated by this Agreement, but not to exceed $2,500,000 in the aggregate, promptly, but in no event later than five business days after submission of a request for payment of the same.
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Fee and Expense Reimbursements. (a) The Company agrees to pay Parent a fee in immediately available funds (in recognition of the fees and expenses incurred to date by Parent in connection with the matters contemplated hereby) of $25,000,000 ("TERMINATION FEE") if this Agreement is terminated: (i) by Parent or the Company as permitted by SECTION 7.1(b)(i), and, prior to the Company Stockholder Meeting, a third party has made a bona fide written Acquisition Proposal that has not been withdrawn prior to the Company Stockholders Meeting and (B) within 18 months of such termination the Company or any of the Company Subsidiaries enters into any acquisition agreement or consummates any Acquisition Proposal (for purposes of the foregoing clause the term "Acquisition Proposal" has the meaning assigned to such term in SECTION 8.2(a) except that the references to "20%" in the definition are deemed to be references to "50%"); (ii) by the Company as permitted by SECTION 7.1(d); or (iii) by Parent pursuant to SECTION 7.1(g). The Termination Fee shall be payable: (1) two business days after the first to occur of the execution of an acquisition agreement or the consummation of the Acquisition Proposal, in the case of clause (i) above; (2) on the date of termination of this Agreement in the case of clause (ii) above; and (3) two business days after termination of this Agreement in the case of clause (iii) above. The Company acknowledges that the agreements contained in this SECTION 8.3(a) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. (b) Parent agrees to pay the Company a fee in immediately available funds (in recognition of the fees and expenses incurred to date by the Company in connection with the matters contemplated hereby) of $25,000,000 within two business days after the termination of this Agreement by the Company pursuant to SECTION 7.1(h). Parent acknowledges that the agreements contained in this SECTION 8.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company would not enter into this Agreement. (c) If this Agreement is terminated at such time that this Agreement is terminable pursuant to either (but not both) of SECTION 7.1(e) or SECTION 7.1(f), then the party whose representations or warranties are inaccurate or who has breached its covenants or other agreements contained in this Agreement shall promptly (but not lat...
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Fee and Expense Reimbursements. (a) The Company agrees to pay TMW a fee in immediately available funds of $3,000,000 (the "Company Termination Fee") promptly upon the termination of the Agreement in the event this Agreement is terminated by the Company pursuant to Section 8.2(b) or by TMW pursuant to Section 8.2(c). (b) In the event this Agreement is terminated as a result of a material breach by the Company or pursuant to Section 7.1(b)(i), the Company also agrees to pay to TMW the Company Termination Fee if (i) after the date hereof and before the termination of this Agreement, a takeover proposal shall have been made and publicly announced by any Person or group of Persons (an "Acquiring Person"), (ii) the stockholders of the Company shall not have approved the Merger and (iii) after the date hereof and at or prior to 12 months after the date of termination of this Agreement, the Company shall have effected an Alternative Transaction (as defined below) with such Acquiring Person or an affiliate thereof. An Alternative Transaction shall mean (i) a merger, share exchange or other business combination or other transaction in which more than 10% of the voting securities of the Company or a material amount of the assets of the Company and its subsidiaries, taken as a whole, is acquired, including an investment in or acquisition of securities of a subsidiary of the Company to the extent so material, or (ii) any acquisition from the stockholders of the Company by tender offer, exchange offer or otherwise of more than 10% of the outstanding Company Shares. The Company Termination Fee payable under this Section 8.3(b) shall be payable as a condition to the consummation of the Alternative Transaction.
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Fee and Expense Reimbursements. (a) Weatherford agrees to pay Enterra a fee in immediately available funds of $20,000,000 (the "Termination Fee") promptly upon the termination of this Agreement if this Agreement is terminated by Enterra or Weatherford pursuant to Section 8.1(j). Further, Weatherford agrees to pay Enterra the Termination Fee if: (i) this Agreement is terminated for any reason other than a material breach by Enterra and, after the date hereof and before such termination, a Weatherford Takeover Proposal shall have been made and the stockholders of Weatherford shall not have approved the Merger; or (ii) Weatherford shall have terminated this Agreement pursuant to Section 8.1(c) or Section 8.1(h) and, within six months after such termination, Weatherford shall have entered into a definitive agreement with any person (other than Enterra or any of its affiliates) with respect to a Weatherford Takeover Proposal than is more favorable to Weat▇▇▇▇▇▇▇'▇ ▇▇▇ckholders that the Merger. The Termination Fee shall be payable promptly upon termination of this Agreement if any of the events described in Section 7.3(a)(i) shall have occurred prior to termination. The Termination Fee payable pursuant to Section 7.3(a)(ii) shall be payable promptly upon the first occurrence of the event following termination of this Agreement. (b) Enterra agrees to pay Weatherford the Termination Fee promptly upon the termination of this Agreement if this Agreement is terminated by Enterra or Weatherford pursuant to Section 8.1(k). Further, Enterra agrees to pay Weatherford the Termination Fee if:
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Fee and Expense Reimbursements. In the event this Agreement is terminated pursuant to any of Section 7.1(b)(i), Section 7.1(c)(i), Section 7.1(c)(ii), Section 7.1(c)(iii), Section 7.1(c)(iv), Section 7.1(c)(v), Section 7.1(c)(vi) or Section 7.1(c)(viii) hereof, the Company agrees to pay to EarthLink in immediately available funds Nine Million Dollars ($9,000,000) PLUS reimbursement of all EarthLink Merger transaction expenses (including without limitation all legal, accounting and investment banking fees and expenses) (the "Company Termination Fee"); provided, however, that if EarthLink terminates the Agreement pursuant to Section 7.1(c)(i), and the Company also terminates this Agreement pursuant to Section 7.1(d)(i), EarthLink shall nevertheless be entitled to the Company Termination Fee, provided further, that if the termination is pursuant to Section 7.1(b)(i) above, such fee shall be payable only if within 12 months
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Related to Fee and Expense Reimbursements

  • Expense Reimbursements To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

  • Compensation and Expense Reimbursement A. Client will pay the Company, as compensation for the services provided for in this Agreement and as reimbursement for expenses incurred by Company on Client's behalf, in the manner set forth in Schedule A annexed to this Agreement which Schedule is incorporated herein by reference. B. In addition to the compensation and expense reimbursement referred to in Section 2(A) above, Company shall be entitled to receive from Client a "Transaction Fee", as a result of any Transaction (as described below) between Client and any other company, entity, person, group or persons or other party which is introduced to, or put in contact with, Client by Company, or by which Client has been introduced to, or has been put in contact with, by Company. A "Transaction" shall mean merger, sale of stock, sale of assets, consolidation or other similar transaction or series or combination of transactions whereby Client or such other party transfer to the other, or both transfer to a third entity or person, stock, assets, or any interest in its business in exchange for stock, assets, securities, cash or other valuable property or rights, or wherein they make a contribution of capital or services to a joint venture, commonly owned enterprise or business opportunity with the other for purposes of future business operations and opportunities. To be a Transaction covered by this section, the transaction must occur during the term of this Agreement or the one year period following the expiration of this Agreement. The calculation of a Transaction Fee shall be based upon the total value of the consideration, securities, property, business, assets or other value given, paid, transferred or contributed by, or to, the Client and shall equal 5% of the dollar value of the Transaction. Such fee shall be paid by certified funds at the closing of the Transaction.

  • Expense Reimbursement The Executive shall be entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with his duties under this Agreement in accordance with the policies of the Company as in effect from time to time.

  • Reimbursement of Fee Waivers and Expense Reimbursements If on any day during which the Advisory Agreement is in effect, the estimated annualized Fund Operating Expenses of the Fund for that day are less than the Operating Expense Limit, the Adviser shall be entitled to reimbursement by the Fund of the investment advisory fees waived or reduced, and any other expense reimbursements or similar payments remitted by the Adviser to the Fund pursuant to Section 1 hereof (the “Reimbursement Amount”) within three years from the date in which the Adviser waived or reduced investment advisory fees or reimbursed expenses, to the extent that the Fund’s annualized Operating Expenses plus the amount so reimbursed equals, for such day, the Operating Expense Limit, provided that such amount paid to the Adviser will in no event exceed the total Reimbursement Amount and will not include any amounts previously reimbursed.

  • Business Expense Reimbursements During the Term, the Company shall promptly reimburse Executive for Executive’s reasonable and necessary business expenses in accordance with the Company’s then-prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred).