Break Fee Sample Clauses

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

Break Fee. (a) If: (i) Domtar shall terminate this Agreement pursuant to Section 8.01(d)(ii), unless at the time of such termination, an event has occurred and is continuing that has a Newco Material Adverse Effect; (ii) Weyerhaeuser shall terminate this Agreement pursuant to Section 8.01(c)(ii), unless at the time of such failure to recommend, withdrawal or adverse modification or change, or recommendation of an Acquisition Proposal, an event has occurred and is continuing that has a Newco Material Adverse Effect; or (iii) either Domtar or Weyerhaeuser shall terminate this Agreement pursuant to Section 8.01(b)(i) or 8.01(b)(ii) in circumstances where Domtar Shareholder Approval has not been obtained at the Domtar Meeting, and (x)(A) in the case of a termination of this Agreement pursuant to Section 8.01(b)(i), a bona fide Acquisition Proposal has been made by any person other than a Weyerhaeuser Party prior to the Domtar Meeting and not withdrawn more than five days prior to the vote of the Domtar Shareholders and holders of Domtar Options, or (B) in the case of a termination of this Agreement pursuant to Section 8.01(b)(ii), a bona fide Acquisition Proposal has been made by any Person other than a Weyerhaeuser Party that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Domtar Meeting and that is not withdrawn more than five days prior to the vote of the Domtar Shareholders and holders of Domtar Options, and (y) Domtar enters into an agreement with respect to any Acquisition Proposal, or any Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, unless at the time of the Domtar Meeting an event has occurred and is continuing that has a Newco Material Adverse Effect; then in any such case Domtar shall pay to Weyerhaeuser $62,000,000 (the “Break Fee”) 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; provided, however, that in the event that Domtar has reimbursed Weyer...

Break Fee. (1) Subject to Section 6.2(b)(2) below, in the event (i) this Agreement is terminated other than pursuant to Section 6.2(a)(i) and (ii) the Company consummates an Alternative Financing on or prior to March 27, 2017, then the Company shall pay the Investors an aggregate cash payment equal to $5.0 million by wire transfer of immediately available funds immediately upon consummation of such Alternative Financing (such fee payable pursuant to this Section 6.2(b)(1), the “Break Fee”). (2) In the event this Agreement is terminated by the Investors pursuant to Section 6.2(a)(iii)(3), the Company shall pay the Investors a fee equal to $4.0 million with (i) 75% of such fee payable in cash by wire transfer of immediately available funds and (ii) 25% of such fee payable in shares of common equity, in each case within three business days of the such termination (such fee payable pursuant to this Section 6.2(b)(2), the “Minimum Condition Break Fee”). Notwithstanding the foregoing, in no event shall the Break Fee or the Minimum Condition Break Fee be owed if, at the time of such termination, (i) either of the Investors is in breach of this Agreement after written notice of such breach has been delivered to both Investors and the breaching Investor fails to cure such breach within five (5) Business Days after receipt of such notice; or (ii) any injunction, judgment, decree or order shall have been entered, or any statute, rule, regulation or executive order shall have been promulgated or enacted, which prevents or prohibits the consummation of the Transactions by the Investors, declares the Transactions unlawful or causes the Transactions to be rescinded. In the event the Company pays the Break Fee pursuant to Section 6.2(b)(1) then in no event shall the Company be required to pay the Minimum Condition Break Fee pursuant to Section 6.2(b)(2). In the event the Company pays the Minimum Condition Break Fee pursuant to Section 6.2(b)(2) then in no event is the Company required to pay the Break Fee pursuant to Section 6.2(b)(1); provided, however, that in the event the Company consummates an Alternative Financing on or prior to March 27, 2017, the Company shall pay to the Investors a fee in an amount equal to $1 million by wire transfer of immediately available funds immediately upon consummation of such Alternative Financing.

Break Fee. 9.1 As an inducement to Bidco to release the Rule 2.5 Announcement, Intec undertakes to pay to Bidco the sum of £2,329,025 (the Break Fee), by way of compensation, if the Rule 2.5 Announcement is released and after such announcement any of the following events occur: (a) the Intec Directors (or any committee thereof) withdraw, qualify or adversely modify, for whatever reason, the terms of their recommendation of the Acquisition and/or their publicly stated intention to make such recommendation and/or recommend a Competing Proposal; or (b) a Competing Proposal is announced (whether or not on a pre-conditional basis and whether pursuant to Rule 2.4 of the City Code, Rule 2.5 of the City Code or otherwise) before the Acquisition has lapsed or (with the consent of the Panel) has been withdrawn, and that Competing Proposal or any other Competing Proposal that is announced (whether or not on a pre-conditional basis and whether pursuant to Rule 2.4 of the City Code, Rule 2.5 of the City Code or otherwise) during the same offer period (as such term is defined in the City Code) as the first Competing Proposal subsequently becomes effective, becomes or is declared unconditional in all respects or is otherwise completed; or (c) if the Acquisition is proceeding by way of the Scheme, the Court Meeting and/or the General Meeting is adjourned without the prior written consent of Bidco (unless such adjournment is a Permitted Adjournment). 9.2 If the Break Fee becomes payable pursuant to clause 9.1, Intec shall pay the Break Fee by not later than five Business Days after the earlier of: (i) the date on which the relevant Competing Proposal becomes effective, becomes or is declared unconditional in all respects or is otherwise completed; or (ii) the time at which Bidco’s original offer lapses or is withdrawn or (if Bidco’s offer is implemented by way of scheme of arrangement) where the Scheme is adjourned sine die. 9.3 All sums payable under this clause 9 shall be paid in the form of an electronic funds transfer for same day value to such bank account as may be notified by Bidco in writing to Intec 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. 9.4 The parties anticipate, 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, however, the Break...

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

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

Break Fee. (a) If: (i) Domtar shall terminate this Agreement pursuant to Section 8.01(d)(ii), unless at the time of such termination, an event has occurred and is continuing that has a Newco Material Adverse Effect; (ii) Weyerhaeuser shall terminate this Agreement pursuant to Section 8.01(c)(ii), unless at the time of such failure to recommend, withdrawal or adverse modification or change, or recommendation of an Acquisition Proposal, an event has occurred and is continuing that has a Newco Material Adverse Effect; or (iii) either Domtar or Weyerhaeuser shall terminate this Agreement pursuant to Section 8.01(b)(i) or 8.01(b)(ii) in circumstances where Domtar Shareholder Approval has not been obtained at the Domtar Meeting, and (x)(A) in the case of a termination of this Agreement pursuant to Section 8.01(b)(i), a bona fide Acquisition Proposal has been made by any person other than a Weyerhaeuser Party prior to the Domtar Meeting and not withdrawn more than five days prior to the vote of the Domtar Shareholders, or (B) in the case of a termination of this Agreement pursuant to Section 8.01(b)(ii), a bona fide Acquisition Proposal has been made by any Person other than a Weyerhaeuser Party that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Domtar Meeting and that is not withdrawn more than five days prior to the vote of the Domtar Shareholders, and (y) Domtar enters into an agreement with respect to any Acquisition Proposal, or any Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, unless at the time of the Domtar Meeting an event has occurred and is continuing that has a Newco Material Adverse Effect; then in any such case Domtar shall pay to Weyerhaeuser $62,000,000 (the “Break Fee”) 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; provided, however, that in the event that Domtar has reimbursed Weyerhaeuser for its out-of-pocket expenses pursuant to Section 6...

Break Fee. 7.1 By way of compensation for any loss or damage that may, on the occurrence of a Break Fee Trigger Event, be suffered by Atkins, subject to clause 7.3, SNC-Lavalin shall pay, or procure the payment by a member of the SNC-Lavalin Group of, the Break Fee to Atkins if at or prior to the termination of this Agreement: (a) SNC-Lavalin or SNC-Lavalin (GB) invokes (and is permitted by the Panel to invoke) any Regulatory Condition on or prior to the Long Stop Date; or (b) any Regulatory Condition has not been satisfied or waived by SNC-Lavalin or SNC- Lavalin (GB) by 11.59 p.m. on the Long Stop Date; or (c) the Acquisition lapses in accordance with the Rule 12 Lapse Term, (any such event being a Break Fee Trigger Event). 7.2 The parties acknowledge and agree that the Break Fee represents a genuine pre-estimate of the overall loss that Atkins would incur as a result of a Break Fee Trigger Event and, for the avoidance of doubt, payment of the Break Fee would not constitute consideration for the satisfaction of Atkins’ obligations under this Agreement. 7.3 The Break Fee shall not be payable if the Break Fee Trigger Event was caused to a material extent by Xxxxxx’x failure to comply with any of its obligations under clause 3.5, or, in the case of a Break Fee Trigger Event within the scope of clause 7.1(c), Atkins’ failure to cooperate with SNC-Lavalin Group in a manner equivalent to its relevant obligations under clause 3.5, provided that, if such failure is capable of remedy, SNC-Lavalin shall have notified Atkins in writing promptly upon becoming aware of any such failure and Atkins shall not have remedied any such failure within 10 Business Days of receipt of such notice. 7.4 If a Break Fee becomes payable under clause 7.1, SNC-Lavalin shall pay or procure the payment of the Break Fee to Atkins no later than ten (10) Business Days after the occurrence of the relevant Break Fee Trigger Event, such payment to be made: (a) in immediately available funds (without any deduction or withholding, except as required by law, and without regard to any lien, right of set-off, counter-claim or otherwise); and (b) to such bank account as may be notified by Atkins to SNC-Lavalin in writing for such purpose. 7.5 The parties intend, and shall use their respective reasonable endeavours to secure that it is accepted for the relevant tax purposes, that the Break Fee should be outside the scope of VAT as a compensation or settlement payment and the parties intend that, and shall use ...

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 Fifty One Million Eight Hundred Fifty One Thousand One Hundred Thirteen Pesos (PHP51,851,113.00). 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 LB Holdco and the LB Holdco Subsidiary. (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 One Hundred Three Million Seven Hundred Two Thousand Two Hundred Twenty Six Pesos (PHP103,702,226.00). (c) The Break Fee under this Section 8.2 shall be payable within thirty (30) days from receipt of written demand therefor.