Common use of Break-Up Fee Clause in Contracts

Break-Up Fee. 15.5.1 In the event that this Agreement is terminated by the Company based upon a willful refusal by Lithia to complete this Agreement or any Other Reorganization Agreement, Lithia shall pay the Company a break-up fee equal to 200% of all amounts paid or payable to Lithia under the Consulting Agreement dated as of January 1, 1999 among Lithia and the members of the Xxxxxxxx Group in respect of the net profits of the Company. For purposes of this Section 15.5, a willful refusal by any party to complete this Agreement or any Other Reorganization Agreement means either such party's refusal to consummate the transactions contemplated by this Agreement or any Other Reorganization Agreement even though all of the conditions to its obligations to do so have been fulfilled or such party's failure to take any action within its reasonable control that would result in the fulfillment of a condition to such obligations.

Break-Up Fee. 15.5.1 In the event that this Agreement is terminated by the Company based upon a willful refusal by Lithia to complete this the Agreement or any Other Reorganization Agreement, Lithia shall pay the Company a break-up fee equal to 200% of (i) all amounts paid or payable to Lithia under the Consulting Agreement dated as of January 1, 1999 among Lithia and the members of the Xxxxxxxx Group in respect of the net profits of the Company. For purposes of this Section 15.5, a willful refusal by any party Lithia to complete this the Agreement or any Other Reorganization Agreement means either such partyLithia's refusal to consummate the transactions contemplated by this the Agreement or any Other Reorganization Agreement even though all of the conditions to its obligations to do so have been fulfilled or such partyLithia's failure to take any action within its reasonable control that would result in the fulfillment of a condition to such obligations.