Break Payment. 7.1 By way of compensation for any loss suffered by Rexam in connection with the preparation and negotiation of the Acquisition, this Agreement and any other document relating to the Acquisition, Ball undertakes that on the occurrence of any of the events listed below (each, a “Break Payment Event”), Ball shall pay or shall procure the payment by a member of its Group (provided that such member belongs outside the European Economic Area for VAT purposes and is not required by Law to make any deductions or withholdings on account of tax from a Break Payment) to Rexam an amount (the “Break Payment”) in cash, in pounds, equal to, as applicable:
Break Payment. 9.1 By way of compensation for any loss or damage (including, but not limited to, incurring substantial costs and expenses, lost opportunity costs, business dislocation, reputational harm or adverse market reaction) that may be suffered by SABMiller or its shareholders on the occurrence of a Break Payment Event, subject to Clause 9.2, AB InBev shall pay, or shall procure the payment by a member of the AB InBev Group of, the Break Payment to SABMiller in the event that, following the publication of the Announcement in accordance with Clause 2.1:
Break Payment. 12.1 By way of compensation for any loss suffered by Telecity in connection with the preparation and negotiation of the Transaction, this Agreement and any other document and announcement relating to the Transaction, Equinix shall pay the Break Payment in the event that, following publication of the Announcement in accordance with Clause 2.1:
Break Payment. 11.1 By way of compensation for any loss suffered by BG in connection with the preparation and negotiation of the Acquisition, this Agreement and any other document relating to the Acquisition, subject to Clause 11.2, Shell shall pay, or shall procure the payment by a member of the Shell Group of, the Break Payment to BG in the event that, following the publication of the Announcement in accordance with Clause 2.1:
Break Payment. 10.1 Offeror undertakes to pay to Xxxxx Xxxx the sum of £17,920,000 (seventeen million nine hundred and twenty thousand pounds sterling) (the Break Payment) by way of compensation for any loss or damage suffered by Xxxxx Xxxx if the Announcement is released in accordance with clause 2.1 and after such Announcement any of the following events (each a Break Payment Event) occurs:
Break Payment. If this Agreement is terminated by the Bidder pursuant to Clause 8.2(i)(a), (b), (c) or (d), or by the Target pursuant to Clause 8.2(ii)(e), the Target shall pay to the Bidder a break payment by way of compensation for any loss or damage (including, but not limited to, incurring costs and expenses, lost opportunity costs, business dislocation, reputational harm or adverse market reaction) that may be suffered by the Bidder (the "Break Payment") equal to:
Break Payment. 11.1 The Company undertakes that if:
Break Payment. If the Agreement is validly terminated in pursuant to clause 12.1(e), the Buyers shall pay to the Sellers a break payment of USD $2,500,000 plus the Sellers’ reasonable and documented expenses of outside legal counsel, such fee and expenses shall be payable within 5 days of demand. In the event the Buyers makes the break payment pursuant to this Clause 12.3 it shall be the Sellers’ sole and exclusive remedy against the Buyers or its Affiliates for any purpose arising under this Agreement. Each Party acknowledges that the break payment described in this clause 12.3 is not intended to be a penalty, but rather is liquidated damages in a reasonable amount that will compensate the Sellers in the circumstances in which such fee is due and payable, for the efforts and resources expended and opportunities forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision.]
Break Payment. This Agreement shall automatically terminate if any of the resolutions required to be approved by the shareholders of Premier Foods plc in order for the transactions contemplated by this Agreement to become effective is not duly passed at the EGM. In the event of such termination, the Purchasers agree to pay to the Sellers by way of compensation for any loss suffered an amount (which shall be exclusive of VAT, if applicable, except to the extent not recoverable by way of credit or repayment by the Purchasers or any group of which the Purchasers are members) equal to £7.5 million (the Break Payment). If the Break Payment becomes payable, the Purchasers shall pay it in accordance with clause 25 (Payments) within 5 Business Days after the termination occurs.
Break Payment. 11.1 If a Break Payment Event occurs, by way of compensation for costs incurred by Cambian in connection with the preparation and negotiation of the Transaction, this Agreement and any other document relating to the Transaction, subject to Clause 11.2, CareTech shall pay, or procure the payment by a member of the CareTech Group of, the Break Payment to Cambian on or before the Break Payment Deadline. CareTech agrees, having taken legal advice, that the amount of the Break Payment is fair and reasonable.
