Break Fee Sample Clauses

Break Fee. 23.1 You acknowledge and agree that you have entered into a fixed term agreement with us and if a Break Fee Event occurs prior to the End Date, we may suffer loss. To allow us to recover our genuine pre-estimate of that loss, we may charge you, and you agree to pay, the Break Fee in accordance with this clause 23. 23.2 The Break Fee is an amount equal to all of the Energy Charges we estimate we would have received from you for your Unconsumed Load, less the costs (including our costs of purchasing electricity at our Forward Cost of Electricity, our Cost to Serve and Cost to Carry) we estimate we would have incurred to buy and supply that Unconsumed Load to you for the remaining term of the Agreement, in each case referable to Peak Time, Shoulder Time (where applicable) and Off Peak Time.

Break Fee. APS does not seek a Break Fee in connection with this engagement.

Break Fee. In the event that: (a) this Letter Agreement is terminated by Klondex pursuant to subsection 15(e) hereof because Klondex accepts, and enters into an agreement in respect of, a Superior Proposal; (b) the directors of Klondex shall have withdrawn or modified in a manner adverse to Paramount their approval or recommendation of the Merger or shall have approved or recommended any Superior Proposal; or (c) a Competing Proposal shall have been made to Klondex and made known to Klondex Shareholders generally or shall have been made directly to Klondex Shareholders generally or any person shall have publicly announced an intention to make a Competing Proposal in respect of Klondex and such Competing Proposal or announced intention shall not have been publicly withdrawn prior to the meeting of Klondex securityholders called to approve the Merger (the “Klondex Meeting”), thereafter, there is a failure to obtain the approval of the Merger by Klondex securityholders at the Klondex Meeting, and such Competing Proposal or another transaction involving Klondex and the party making the Competing Proposal is completed within 12 months of the Klondex Meeting; Klondex shall, within two (2) business days following such event (which in the case of paragraph 11(c) shall be the day that is two business days after the completion of the transaction in respect of the Competing Proposal), pay to Paramount, in cash, a fee (the “Break-Fee”) equal to US$2,850,000. In event that Paramount, wilfully breaches this Letter Agreement or the Definitive Agreement, in such a manner that to proceed with the Merger would materially adversely affect Klondex, Paramount shall pay to Klondex, within two (2) days following such event, a fee equal to US$2,850,000 (the “Reverse Break-Fee”). Any Reverse Break Fee payable to Klondex shall be credited against any damages awarded to Klondex by a court of competent jurisdiction as a result of such wilful breach.

Break Fee. AlixPartners does not require a Break Fee in connection with this engagement.

Break Fee. A break fee (“Break Fee”) shall be payable to the Seller as follows: (a) If, notwithstanding the fulfillment and satisfaction of all the First Payment Deliverables, any one of the Purchasers (the “Defaulting Purchaser”) shall refuse or otherwise fail to pay its share in the First Payment for any reason whatsoever, the Defaulting Purchaser shall pay to the Seller as penalty an amount equal to Five Billion One Hundred Eighty Two Million Six Hundred Seventy Two Thousand Five Hundred Seventy Pesos (PHP5,182,672,570.00). To the fullest extent permitted under applicable Laws and regulations, the non-Defaulting Purchaser and the Seller shall, in good faith, discuss, negotiate, and conclude a joint venture agreement or other mutually acceptable commercial arrangement with respect to each of VTI and the VTI Subsidiaries. (b) If, notwithstanding the fulfillment and satisfaction of all the First Payment Deliverables, both Purchasers shall each refuse or otherwise fail to pay each of its share in the First Payment for any reason whatsoever, the Purchasers shall pay to the Seller as penalty an aggregate amount equal to Ten Billion Three Hundred Sixty Five Million Three Hundred Forty Five Thousand One Hundred Forty Pesos (PHP10,365,345,140.00). (c) The Break Fee under this Section 8.2 shall be payable within thirty (30) days from receipt of written demand therefor. (d) In addition to the payment of the Break Fee, the Seller shall have the absolute and unconditional right to terminate the co-use agreement and cause the revocation of the NTC approval thereof.

Break Fee. To the extent that any term sheet, letter of intent or other agreement or understanding relating to the Required Financing (each a “Financing Term Sheet”) includes any break-fee, termination fee, or other expenses payable by the Purchaser upon termination thereof, to the proposed lender, financier, investment bank or agent (each a “Break-Fee”), despite the Parties’ best efforts to avoid such a requirement, each of the Purchaser and Sellers shall be responsible for fifty percent (50%) of any such Break-Fee. If so required by the lender, despite the Parties’ best efforts to avoid such a requirement, upon the entry into such Financing Term Sheet by the Purchaser, which Financing Term Sheet shall require the approval of the Sellers prior to the Purchaser’s execution thereof, the Purchaser and the Sellers shall each place 50% of the Break-Fee into an interest-bearing escrow account to (a) be used to satisfy any Break-Fee; or (b) to be returned to the advancing party upon completion of such financing. For the sake of clarity, any amounts remaining in the escrow account upon completion of the Required Financing or termination of the Financing Term Sheet (after the amount of the payment of an Break-Fee) shall be returned 50% to the Purchaser and 50% to the Seller. All interest shall accompany the principal on which it accrued. In the event that this Agreement is terminated by a Party pursuant to Section 7.1.1(x) hereof, the full amount of the applicable Break-Fee shall be paid by the non-terminating (i.e., breaching) Party, and any amount in escrow provided by the non-terminating Party shall be released to the terminating Party (together with amounts funded by the terminating Party) to pay such Break-Fee, provided that the non-terminating Party shall also promptly pay the remainder of the Break-Fee.

Break Fee. (a) If: (i) MB shall terminate this Agreement pursuant to section 6.3(c)(iv), unless at the time of such termination, a Specified Weyerhaeuser Event has occurred and is continuing; (ii) Weyerhaeuser shall terminate this Agreement pursuant to section 6.3(c)(iii), unless at the time of such failure to recommend, withdrawal or adverse modification or change, or recommendation of an Acquisition Proposal, a Specified Weyerhaeuser Event has occurred and is continuing; or (iii) either MB or Weyerhaeuser shall terminate this Agreement pursuant to section 6.3(c)(v) in circumstances where MB shareholder approval has not been obtained at the MB Meeting, and (x) a bona fide Acquisition Proposal has been made by any person other than a Weyerhaeuser Party prior to the MB Meeting and not withdrawn more than five days prior to the vote of the MB Shareholders and (y) MB enters into an agreement with respect to an Acquisition Proposal, or an Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 18 months following termination of this Agreement, unless at the time of the MB Meeting a Specified Weyerhaeuser Event has occurred and is continuing; then in any such case MB shall pay to Weyerhaeuser US$92,000,000 in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (A) in the case of a termination specified in clause (i), prior to the termination of this Agreement, (B) in the case of a termination specified in clause (ii), within five Business Days after written notice of termination by Weyerhaeuser or (C) in the case of a termination specified in clause (iii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. MB shall not be obligated to make more than one payment pursuant to this section 6.4(a). (b) If the holders of the MB Common Shares shall fail to approve the Arrangement (unless a Specified Weyerhaeuser Event has occurred and is continuing) at the MB Meeting, then at 11:00 a.m., Seattle time, on the first Business Day following the MB Meeting, MB shall pay to Weyerhaeuser US$5,000,000 as payment in full of the Weyerhaeuser Parties' out-of-pocket costs and expenses in connection with the transaction contemplated by this Agreement in immediately available funds to an account designated by Weyerhaeuser. Any payment due under section 6.4(a) shall be reduced dollar-for-dollar by any payment previously made under this section...

Break Fee. 20.1 If any of the following events occur, Chaucer shall pay to Hanover the Break Fee in accordance with the provisions of Clause 20.2 and 20.3: 20.1.1 the Scheme or the Offer, as the case may be, is withdrawn or lapses and, before that time, an Alternative Proposal is announced which Alternative Proposal subsequently becomes or is declared wholly unconditional, becomes effective or is otherwise completed before or within 12 months of the date on which the Scheme, or the Offer, is withdrawn or lapses; or 20.1.2 whether the Acquisition is being implemented by means of the Scheme or the Offer, the Board of Chaucer do not unanimously and without qualification recommend that Chaucer shareholders vote in favour of the Scheme Resolution and the Chaucer General Meeting Resolutions or accept the Offer, as the case may be, or, having made such a recommendation the Board of Chaucer (or any committee of such Board) at any time withdraw, or adversely modify, or qualify such recommendation or Chaucer or the Chaucer Directors fail to take all appropriate and necessary steps or fail to comply in any material respect with its or their obligations in accordance with the Timetable and in the manner contemplated by this Agreement to implement the Scheme or the Offer, as the case may be; or 20.1.3 the Chaucer General Meeting Resolutions required to implement the Scheme and the Acquisition and/or the Scheme Resolution are not passed by the requisite majorities and the Scheme is subsequently withdrawn, is not implemented or lapses. 20.2 Chaucer shall pay the Break Fee no later than five (5) Business Days after demand from Hanover which may only be made after the withdrawal, failure to implement or lapse of the Scheme or the Offer, or in the circumstances set out in Clause 20.1.1 after the Alternative Proposal becomes or is declared wholly unconditional, becomes effective or is otherwise completed, as applicable. All sums payable under this Clause 20 shall be paid in the form of an electronic funds transfer for same day value to such person and such bank account or accounts as may be notified by Hanover to Chaucer and shall be paid in full, free from any deduction or withholding whatsoever (save only as may be required by law) and without regard to any lien, right of set-off, counterclaim or otherwise. 20.3 The Parties intend and shall use all reasonable endeavours to secure that the Break Fee is not treated for VAT purposes as consideration for a taxable supply. If and to the e...

Break Fee. The amount, if any, determined by multiplying (a) the difference (but not less than zero) between (i) the U.S. Treasury constant maturity yield (from the Federal Reserve daily H.15 Report) having a maturity closest to the Maturity Date of the Bonds, as of the Rate Lock Date, or, if no such maturity is reported, an interpolated yield based on the maturity that is next shorter than the Maturity Date, and the maturity that is next longer than the Maturity Date, and (ii) the U.S. Treasury constant maturity yield (from the Federal Reserve daily H.15 Report) having a maturity closest to the Maturity Date of the Bonds, as of the Rate Lock Expiration Date, or, if no such maturity is reported, an interpolated yield based on the maturity that is next shorter than the Maturity Date, and the maturity that is next longer than the Maturity Date, times (b) 50% of the Par Amount, times (c) the number of days to the Maturity Date (sample Break Fee calculation is included as Schedule I hereto).

Break Fee. Break Fee means an amount payable by you under clause 23.1