Breakup Fee” (or Termination Fee) is set forth in a Takeover, Merger, or Acquisition agreement (or related Letter of Intent or Term Sheet) as a penalty paid by the Seller should it back out of the deal with the Purchaser or Acquirer. The Breakup Fee is intended to compensate the potential Purchaser or Acquirer for the time and expense that it put forth in setting up and pursuing the deal.