Common use of Break Payment Clause in Contracts

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: (A) on or prior to the Longstop Date, Equinix invokes (and is permitted by the Panel to invoke) the Pre-Condition; or (B) on the Longstop Date, the Pre-Condition has not been satisfied or waived by Equinix, (each a “Break Payment Event”). 12.2 Equinix shall pay the Break Payment by electronic bank transfer to a bank account designated by Telecity within 7 days of the occurrence of the Break Payment Event. 12.3 The parties acknowledge and agree that, at the date of this Agreement, it is not possible to ascertain the amount of the overall loss that Telecity would incur as a result of the Break Payment Event and the Break Payment represents a genuine pre-estimate by the parties of the amount of the overall loss that Telecity would incur as a result of the Break Payment Event. 12.4 The parties intend and shall use all reasonable endeavours to secure that the Break Payment is not treated for VAT purposes as consideration for a taxable supply. If, however, the Break Payment is treated by Her Majesty’s Revenue & Customs or any other tax authority, in whole or in part, as consideration for a taxable supply, then the amount of the Break Payment shall be regarded as inclusive of VAT and Equinix shall be under no obligation to pay to TelecityGroup any additional amount in respect of such VAT. 12.5 In the event that the Break Payment is paid in accordance with this Clause 12 and this Agreement is terminated in accordance with its terms, other than in the case of fraud, Telecity’s right to receive the Break Payment shall be the sole and exclusive remedy of Telecity against Equinix for any and all losses and damages incurred or suffered in connection with this Agreement and the transactions contemplated by this Agreement. In no event shall Equinix be required to pay the Break Payment more than once or pay more than one Break Payment.

Break Payment. 12.1 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 Telecity in connection with SABMiller or its shareholders on the preparation and negotiation 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 TransactionAB InBev Group of, this Agreement and any other document and announcement relating to the Transaction, Equinix shall pay the Break Payment to SABMiller in the event that, following the publication of the Announcement in accordance with Clause 2.1: (Aa) the AB InBev Condition Resolutions are not passed by the AB InBev Shareholders by the AB InBev Shareholder Approval Longstop Date (irrespective of whether the AB InBev General Meeting has been held by AB InBev by such time or not); (b) at, or before the start of, the AB InBev General Meeting (or any adjournment thereof) (i) an AB InBev Adverse Recommendation Change occurs and within ten (10) Business Days of such change SABMiller confirms to AB InBev that it no longer intends to proceed with the Transaction; and (ii) the Panel (and BFSMA, if applicable) confirms that AB InBev shall no longer be required to proceed with the Transaction and the Transaction lapses or is withdrawn; (c) on or prior to the Longstop Long Stop Date, Equinix AB InBev invokes (and is permitted by the Panel to invoke) the any Pre-ConditionCondition and/or any Regulatory Condition so as to cause the Transaction not to proceed, to lapse or be withdrawn; or (Bd) on the Longstop Date, the any Pre-Condition and/or any Regulatory Condition has not been satisfied or waived by EquinixAB InBev by 11.59 p.m. (London time) on the date which is 14 days prior to the Long Stop Date, (each a “Break Payment Event”). 12.2 Equinix shall pay . The parties irrevocably agree, having taken appropriate advice, that the Break Payment constitutes a fair and reasonable amount payable by electronic bank transfer to a bank account designated by Telecity within 7 days of AB InBev on the occurrence of the a Break Payment Event. 12.3 The parties acknowledge and agree that, at the date (a) If a Break Payment Event occurs before or simultaneously with termination of this Agreement, it the Break Payment is payable. (b) No Break Payment shall be payable if at the time the relevant Break Payment Event occurs, this Agreement has already been terminated pursuant to Clause 11. For the avoidance of doubt: (i) if this Agreement is terminated pursuant to Clause 11 prior to the AB InBev Shareholder Approval Longstop Date and at such time of termination the AB InBev General Meeting has not possible yet occurred, no Break Payment Event is capable of occurring pursuant to ascertain Clause 9.1(a); and (ii) if this Agreement is terminated pursuant to Clause 11 prior to 11.59 p.m. (London time) on the amount date which is 14 days prior to the Long Stop Date, no Break Payment Event is capable of occurring pursuant to Clause 9.1(d). 9.3 Subject to Clause 9.2, AB InBev shall pay or procure the overall loss that Telecity would incur as a result payment of the Break Payment Event and to SABMiller within 10 Business Days of the day on which the relevant Break Payment represents a genuine pre-estimate by the parties of the amount of the overall loss that Telecity would incur as a result of the Break Payment EventEvent occurs. 12.4 9.4 The parties intend anticipate, and shall use all reasonable endeavours to secure secure, that the Break Payment is not and will not be treated for VAT purposes as consideration for a taxable supplysupply for VAT purposes. If, however, the Break Payment is treated determined by Her Majesty’s Revenue & Customs or any other tax authority, Tax Authority to be consideration in whole or in part, as consideration part for a taxable supply for VAT purposes then: (a) SABMiller shall provide AB InBev with a valid VAT invoice in respect of that supply; and (b) if SABMiller (or the representative member of the VAT group of which SABMiller is a member) is liable to account for VAT in respect of that supply, then the amount of the Break Payment shall be regarded as inclusive of VAT and Equinix shall be under no obligation increased to pay to TelecityGroup any additional amount in respect take account of such recoverable VAT. 12.5 9.5 Such additional payment as may be required to be made by AB InBev pursuant to Clause 9.4 above shall be made, subject to the receipt of a valid VAT invoice, no later than five Business Days before the date on which SABMiller (or the representative member of the VAT group of which SABMiller is a member) is liable to account for such VAT (the Due Date) or, if later, the date falling five (5) Business Days after SABMiller has notified AB InBev in writing of the Due Date. 9.6 Payments pursuant to this Clause 9 shall be made in immediately available funds (without any deduction or withholding, save only as required by Law, and without regard to any lien, right of set-off, counterclaim or otherwise) to such bank account as may be notified to AB InBev by SABMiller for such purpose (such notification to be received no later than three (3) Business Days prior to the deadline for payment of the Break Payment). 9.7 In the event that a Break Payment has been paid pursuant to this Clause 9, except with respect to: (i) any amounts payable by AB InBev pursuant to the indemnity provision in Clause 9.8; and (ii) fraud, SABMiller’s receipt of the Break Payment is paid (plus any additional amounts in accordance with this respect of VAT under Clause 12 and this Agreement is terminated in accordance with its terms, other than in the case of fraud, Telecity’s right to receive the Break Payment 9.4) shall be the sole and exclusive remedy of Telecity against Equinix the SABMiller Group in respect of any and all costs and expenses incurred by the SABMiller Group arising out of or in connection with this Agreement (and/or any other agreement referred to or deemed to be referred to in Clause 17.1 (a Relevant Agreement)) and the transactions contemplated by this Agreement and/or any Relevant Agreement, and for any and all losses and damages incurred suffered arising out of or suffered in connection with this Agreement and/or any Relevant Agreement and the transactions contemplated by this Agreement and/or any Relevant Agreement. The parties irrevocably agree, having taken appropriate advice, that, in the event that a Break Payment Event occurs, the payment by AB InBev of the Break Payment (plus any additional amounts in respect of VAT under Clause 9.4) will constitute an adequate remedy for SABMiller for any and all costs and expenses incurred by the SABMiller Group arising out of or in connection with this Agreement and/or any Relevant Agreement and the transactions contemplated by this Agreement and/or any Relevant Agreement, and for any and all losses and damages suffered in connection with or arising out of this Agreement and/or any Relevant Agreement and the transactions contemplated by this Agreement and/or any Relevant Agreement, and SABMiller undertakes not to seek any other remedy arising out of or in connection with this Agreement and/or any Relevant Agreement and/or the transactions contemplated by this Agreement and/or any Relevant Agreement whether at law or in equity or otherwise. In no event shall Equinix AB InBev be required to pay the Break Payment more than once or pay more than one Break Payment. 9.8 AB InBev shall indemnify and hold harmless SABMiller (and each member of the SABMiller Group) on demand from and against any losses, liabilities and claims of whatever nature, and any costs and expenses suffered or incurred by SABMiller (or any member of the SABMiller Group) arising from actions taken by the SABMiller Group prior to the termination of this Agreement in compliance with their obligations under Clause 6.3 and Schedule 3 (including, without limitation, pursuant to any indemnification or similar provisions required to be undertaken by SABMiller or any other member of the SABMiller Group in favour of the Incorporation Agent or the Initial Directors), except to the extent such losses, liabilities, claims, costs and expenses are finally judicially determined to have arisen from the gross negligence, wilful misconduct, bad faith or fraud by a member of the SABMiller Group or any of its directors, officers or employees.

Break Payment. 12.1 By 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 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 Xxxxx Xxxx if the Announcement is released in accordance with Clause 2.1clause 2.1 and after such Announcement any of the following events (each a Break Payment Event) occurs: (Aa) on or prior to the Longstop Date, Equinix : (i) Offeror or Bidco invokes (and is permitted by the Panel to invoke) any Regulatory Condition so as to cause the Pre-ConditionAcquisition not to proceed, lapse or be withdrawn; or (Bii) on the Longstop Date, the Pre-a Rule 12 Event takes place; or (b) any Regulatory Condition has not been satisfied or waived by Equinix, (each a “Offeror or Bidco by 11.59 p.m. on the date which is 14 days prior to the Longstop Date. 10.2 No Break Payment shall be payable if: (a) at the time the relevant Break Payment Event occurs, this Agreement has already been terminated pursuant to clause 13, unless: (i) this Agreement has terminated pursuant to clause 13.1(d) as a result of a Regulatory Condition not having been satisfied or waived or becoming incapable of satisfaction or waiver; or (ii) this Agreement has terminated pursuant to clause 13.1(h) and the Scheme (or the Takeover Offer as the case may be) has: (A) lapsed as a result of a Rule 12 Event”; or (B) been withdrawn or lapsed as a result of a Regulatory Condition being: (A) invoked by Offeror or Bidco; (B) becoming incapable of satisfaction by the Longstop Date and Offeror or Bidco stating that it will not be waived; or (C) not being capable of being waived and becoming incapable of satisfaction by the Longstop Date; or (b) the Break Payment Event was caused by or substantially contributed to by: (i) a failure by Xxxxx Xxxx (or JAB Luxury) to submit a filing, notification or submission in relation to the Acquisition under the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, for which it is responsible, at least 70 calendar days prior to the Longstop Date; or (ii) a breach by Xxxxx Xxxx of its obligations relating to the satisfaction of the Regulatory Conditions under clauses 3.4(a)(ii) to 3.4(a)(iii) and/or clauses 3.4(b)(i) to 3.4(b)(ii) where such breach has caused or substantially contributed to Offeror’s inability to satisfy the Regulatory Conditions in paragraph 3 of Part A to Appendix 1 to the Announcement by no later than 14 days prior to the Longstop Date provided that in each case Offeror has given Xxxxx Xxxx a request in writing setting out in reasonable detail what information it requires from Xxxxx Xxxx, and Xxxxx Xxxx has subsequently failed to provide an appropriate response in substantial compliance within a reasonable period (not less than five working days, or such lesser period as may be required to comply with a Regulatory Authority’s deadline) from Xxxxx Xxxx'x receipt of the written request (it being agreed and understood that an "appropriate response" would not -16- require the disclosure of any information or documentation: (i) which is not within Xxxxx Xxxx'x possession at the relevant time and not reasonably capable of being generated from information or documentation in its possession at the relevant time at a reasonable cost within the time available; or (ii) where such disclosure of information is prohibited from being disclosed by any law or regulation, and that disclosure in accordance with the terms of the Joint Defense Agreement will constitute an appropriate response). 12.2 Equinix 10.3 Offeror shall pay the Break Payment by electronic bank transfer to a bank account designated by Telecity within 7 days of the occurrence of the Break Payment Event. 12.3 The parties acknowledge and agree that, at no later than ten (10) Business Days after the date of this Agreement, it is not possible to ascertain the amount of the overall loss that Telecity would incur as a result of the Break Payment Event and the Break Payment represents a genuine pre-estimate by the parties of the amount of the overall loss that Telecity would incur as a result of the Break Payment Eventwhich causes it to become payable pursuant to clause 10.1. 12.4 The parties intend 10.4 All sums payable under this clause 10 shall be paid in the form of an electronic funds transfer for same day value to such bank account as may be notified by Xxxxx Xxxx in writing to Offeror and shall use all reasonable endeavours be paid in full free from any deduction or withholding whatsoever (save only as may be required by Law) and without regard to secure that the Break Payment any lien, right of set-off, counterclaim or otherwise. If any deduction or withholding is not treated for VAT purposes as consideration for a taxable supply. Ifrequired by Law, however, the Break Payment is treated by Her Majesty’s Revenue & Customs or any other tax authority, in whole or in part, as consideration for a taxable supply, then the amount of the Break Payment Offeror shall be regarded as inclusive of VAT and Equinix entitled to make the deduction or withholding but shall not be under no obligation required to pay to TelecityGroup any additional amount in with respect of such VATthereto. 12.5 In the event that 10.5 If the Break Payment is paid in accordance with this Clause 12 clause 10, except with respect to: (i) fraud; and this Agreement is terminated (ii) amounts payable by the Offeror and Bidco pursuant to the indemnity provision in accordance with its termsclause 15.5, other than in the case Xxxxx Xxxx’x receipt of fraud, Telecity’s right to receive the Break Payment (plus any additional amounts in respect of VAT payable pursuant to clause 12) shall be the sole and exclusive remedy of Telecity Xxxxx Xxxx against Equinix Offeror, Bidco, their affiliates and their respective directors and officers for any and all losses and damages incurred or suffered in connection with this Agreement and the transactions contemplated by this Agreement. In herein and in no event circumstance shall Equinix Offeror be required to pay the Break Payment more than once or pay more than one Break Payment.

Break Payment. 12.1 By 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 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 Xxxxx Xxxx if the Announcement is released in accordance with Clause 2.1clause 2.1 and after such Announcement any of the following events (each a Break Payment Event) occurs: (Aa) on or prior to the Longstop Date, Equinix : (i) Offeror or Bidco invokes (and is permitted by the Panel to invoke) any Regulatory Condition so as to cause the Pre-ConditionAcquisition not to proceed, lapse or be withdrawn; or (Bii) on the Longstop Date, the Pre-a Rule 12 Event takes place; or (b) any Regulatory Condition has not been satisfied or waived by Equinix, (each a “Offeror or Bidco by 11.59 p.m. on the date which is 14 days prior to the Longstop Date. 10.2 No Break Payment shall be payable if: (a) at the time the relevant Break Payment Event occurs, this Agreement has already been terminated pursuant to clause 13, unless: (i) this Agreement has terminated pursuant to clause 13.1(d) as a result of a Regulatory Condition not having been satisfied or waived or becoming incapable of satisfaction or waiver; or (ii) this Agreement has terminated pursuant to clause 13.1(h) and the Scheme (or the Takeover Offer as the case may be) has: (A) lapsed as a result of a Rule 12 Event”; or (B) been withdrawn or lapsed as a result of a Regulatory Condition being: (A) invoked by Offeror or Bidco; (B) becoming incapable of satisfaction by the Longstop Date and Offeror or Bidco stating that it will not be waived; or (C) not being capable of being waived and becoming incapable of satisfaction by the Longstop Date; or (b) the Break Payment Event was caused by or substantially contributed to by: (i) a failure by Xxxxx Xxxx (or JAB Luxury) to submit a filing, notification or submission in relation to the Acquisition under the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, for which it is responsible, at least 70 calendar days prior to the Longstop Date; or (ii) a breach by Xxxxx Xxxx of its obligations relating to the satisfaction of the Regulatory Conditions under clauses 3.4(a)(ii) to 3.4(a)(iii) and/or clauses 3.4(b)(i) to 3.4(b)(ii) where such breach has caused or substantially contributed to Offeror’s inability to satisfy the Regulatory Conditions in paragraph 3 of Part A to Appendix 1 to the Announcement by no later than 14 days prior to the Longstop Date provided that in each case Offeror has given Xxxxx Xxxx a request in writing setting out in reasonable detail what information it requires from Xxxxx Xxxx, and Xxxxx Xxxx has subsequently failed to provide an appropriate response in substantial compliance within a reasonable period (not less than five working days, or such lesser period as may be required to comply with a Regulatory Authority’s deadline) from Xxxxx Xxxx'x receipt of the written request (it being agreed and understood that an "appropriate response" would not require the disclosure of any information or documentation: (i) which is not within Xxxxx Xxxx'x possession at the relevant time and not reasonably capable of being generated from information or documentation in its possession at the relevant time at a reasonable cost within the time available; or (ii) where such disclosure of information is prohibited from being disclosed by any law or regulation, and that disclosure in accordance with the terms of the Joint Defense Agreement will constitute an appropriate response). 12.2 Equinix 10.3 Offeror shall pay the Break Payment by electronic bank transfer to a bank account designated by Telecity within 7 days of the occurrence of the Break Payment Event. 12.3 The parties acknowledge and agree that, at no later than ten (10) Business Days after the date of this Agreement, it is not possible to ascertain the amount of the overall loss that Telecity would incur as a result of the Break Payment Event and the Break Payment represents a genuine pre-estimate by the parties of the amount of the overall loss that Telecity would incur as a result of the Break Payment Eventwhich causes it to become payable pursuant to clause 10.1. 12.4 The parties intend 10.4 All sums payable under this clause 10 shall be paid in the form of an electronic funds transfer for same day value to such bank account as may be notified by Xxxxx Xxxx in writing to Offeror and shall use all reasonable endeavours be paid in full free from any deduction or withholding whatsoever (save only as may be required by Law) and without regard to secure that the Break Payment any lien, right of set-off, counterclaim or otherwise. If any deduction or withholding is not treated for VAT purposes as consideration for a taxable supply. Ifrequired by Law, however, the Break Payment is treated by Her Majesty’s Revenue & Customs or any other tax authority, in whole or in part, as consideration for a taxable supply, then the amount of the Break Payment Offeror shall be regarded as inclusive of VAT and Equinix entitled to make the deduction or withholding but shall not be under no obligation required to pay to TelecityGroup any additional amount in with respect of such VATthereto. 12.5 In the event that 10.5 If the Break Payment is paid in accordance with this Clause 12 clause 10, except with respect to: (i) fraud; and this Agreement is terminated (ii) amounts payable by the Offeror and Bidco pursuant to the indemnity provision in accordance with its termsclause 15.5, other than in the case Xxxxx Xxxx’x receipt of fraud, Telecity’s right to receive the Break Payment (plus any additional amounts in respect of VAT payable pursuant to clause 12) shall be the sole and exclusive remedy of Telecity Xxxxx Xxxx against Equinix Offeror, Bidco, their affiliates and their respective directors and officers for any and all losses and damages incurred or suffered in connection with this Agreement and the transactions contemplated by this Agreement. In herein and in no event circumstance shall Equinix Offeror be required to pay the Break Payment more than once or pay more than one Break Payment.

Break Payment. 12.1 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 Telecity in connection with SABMiller or its shareholders on the preparation and negotiation 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 TransactionAB InBev Group of, this Agreement and any other document and announcement relating to the Transaction, Equinix shall pay the Break Payment to SABMiller in the event that, following the publication of the Announcement in accordance with Clause 2.1: (Aa) the AB InBev Condition Resolutions are not passed by the AB InBev Shareholders by the AB InBev Shareholder Approval Longstop Date (irrespective of whether the AB InBev General Meeting has been held by AB InBev by such time or not); (b) at, or before the start of, the AB InBev General Meeting (or any adjournment thereof) (i) an AB InBev Adverse Recommendation Change occurs and within ten (10) Business Days of such change SABMiller confirms to AB InBev that it no longer intends to proceed with the Transaction; and (ii) the Panel (and BFSMA, if applicable) confirms that AB InBev shall no longer be required to proceed with the Transaction and the Transaction lapses or is withdrawn; (c) on or prior to the Longstop Long Stop Date, Equinix AB InBev invokes (and is permitted by the Panel to invoke) the any Pre-ConditionCondition and/or any Regulatory Condition so as to cause the Transaction not to proceed, to lapse or be withdrawn; or (Bd) on the Longstop Date, the any Pre-Condition and/or any Regulatory Condition has not been satisfied or waived by EquinixAB InBev by 11.59 p.m. (London time) on the date which is 14 days prior to the Long Stop Date, (each a “Break Payment Event”). 12.2 Equinix shall pay . The parties irrevocably agree, having taken appropriate advice, that the Break Payment constitutes a fair and reasonable amount payable by electronic bank transfer to a bank account designated by Telecity within 7 days of AB InBev on the occurrence of the a Break Payment Event. 12.3 The parties acknowledge and agree that, at the date (a) If a Break Payment Event occurs before or simultaneously with termination of this Agreement, it is not possible to ascertain the amount of the overall loss that Telecity would incur as a result of the Break Payment Event and the Break Payment represents a genuine pre-estimate by the parties of the amount of the overall loss that Telecity would incur as a result of the Break Payment Event. 12.4 The parties intend and shall use all reasonable endeavours to secure that the Break Payment is not treated for VAT purposes as consideration for a taxable supply. If, however, the Break Payment is treated by Her Majesty’s Revenue & Customs or any other tax authority, in whole or in part, as consideration for a taxable supply, then the amount of the payable. (b) No Break Payment shall be regarded as inclusive of VAT and Equinix shall be under no obligation to pay to TelecityGroup any additional amount in respect of such VAT. 12.5 In payable if at the event that time the relevant Break Payment is paid in accordance with this Clause 12 and Event occurs, this Agreement is has already been terminated in accordance with its terms, other than in the case of fraud, Telecity’s right pursuant to receive the Break Payment shall be the sole and exclusive remedy of Telecity against Equinix for any and all losses and damages incurred or suffered in connection with this Agreement and the transactions contemplated by this Agreement. In no event shall Equinix be required to pay the Break Payment more than once or pay more than one Break Payment.Clause

Break Payment. 12.1 By 11.1 If a Break Payment Event occurs, by way of compensation for any loss suffered costs incurred by Telecity Cambian in connection with the preparation and negotiation of the Transaction, this Agreement and any other document and announcement relating to the Transaction, Equinix subject to Clause 11.2, CareTech shall pay pay, or procure the payment by a member of the CareTech Group of, the Break Payment in the event that, following publication of the Announcement in accordance with Clause 2.1: (A) to Cambian on or prior to the Longstop Date, Equinix invokes (and is permitted by the Panel to invoke) the Pre-Condition; or (B) on the Longstop Date, the Pre-Condition has not been satisfied or waived by Equinix, (each a “Break Payment Event”). 12.2 Equinix shall pay before the Break Payment by electronic bank transfer to a bank account designated by Telecity within 7 days of Deadline. CareTech agrees, having taken legal advice, that the occurrence amount of the Break Payment Eventis fair and reasonable. 12.3 The parties acknowledge and agree that, at the date of this Agreement, it is not possible to ascertain the amount of the overall loss that Telecity would incur as a result of the 11.2 No Break Payment Event and the Break Payment represents a genuine pre-estimate by the parties of the amount of the overall loss that Telecity would incur as a result of shall be payable if, prior to the Break Payment Event, any event set out in Clause 13.1 (other than Clauses 13.1.3(h) to 13.1.3(l) (inclusive)) has occurred (or as otherwise agreed between Cambian and CareTech). 12.4 11.3 The parties intend anticipate, and shall use all reasonable endeavours to secure ensure, that the Break Payment is outside of the scope of VAT and is not and will not be treated for VAT purposes as consideration for a taxable supplysupply for VAT purposes. If, however, the Break Payment is treated by Her Majesty’s Revenue & Customs or any other tax authority, Tax Authority in whole or in part, part as consideration for a taxable supply for VAT purposes then: (i) Cambian shall provide CareTech with a valid VAT invoice in respect of the supply; and (ii) if Cambian (or the representative member of the VAT group of which Cambian is a member) is liable to account for VAT in respect of that supply, then the CareTech shall pay Cambian (in addition to any other consideration for that supply) an amount of the Break Payment shall be regarded as inclusive of VAT and Equinix shall be under no obligation equal to pay to TelecityGroup any such VAT. Any such additional amount in respect of VAT shall be paid no later than five Business Days before the date on which Cambian (or the representative member of the VAT group of which Cambian is a member) is liable to account for such VATVAT (the "Due Date") or, if later, the date falling five Business Days after Cambian has notified CareTech in writing of the Due Date. 12.5 11.4 Any payment pursuant to this Clause 11 shall be made in immediately available funds (without any deduction or withholding, save as required by applicable Law, and without any regard to any lien, right of set-off, counterclaim or otherwise) to such bank account as may be notified in writing to CareTech by Cambian for such purpose (such notice to be received no later than one Business Day prior to the Break Payment Deadline). 11.5 In the event that the a Break Payment is paid in accordance Event occurs, except with this Clause 12 and this Agreement is terminated in accordance with its terms, other than in the case of respect to fraud, Telecity’s Xxxxxxx's right to receive the Break Payment (plus any additional amounts in respect of VAT under Clause 11.3) shall be the sole and exclusive remedy of Telecity Cambian against Equinix CareTech for any and all losses and damages incurred (including costs and expenses) suffered arising out of or suffered in connection with this Agreement and the transactions contemplated by this Agreement. In no event shall Equinix CareTech be required to pay the Break Payment more than once or pay more than one Break Payment.