Break-up Damages Clause Samples

Break-up Damages. (a) If this Agreement is terminated by Seller pursuant to Section 9.1(b) and if the basis for such termination is that Buyer has breached its obligations under Section 6.1(a) or 6.1(c) or its obligation to consummate the Closing in accordance with Section 2.3(b) (including by failure to pay the Purchase Price or perform its obligations under Section 8.6), then, in lieu of all other Claims and remedies that might otherwise be available to Seller with respect to such breaches and such termination and as Seller’s exclusive remedy therefor notwithstanding any other provision of this Agreement, Buyer shall pay Seller, by wire transfer of immediately available funds within 3 Business Days following the date of termination, as liquidated damages, an amount equal to 10% (ten percent) of the Base Purchase Price. If Buyer pays such amount in full by the time required, then Seller shall simultaneously return the Break-up L/Cs and/or substitute Break-up L/Cs, as applicable, to Buyer. If Buyer does not pay such amount in full by the time required, then Seller may draw down the entire amount of the Break-up L/Cs and/or substitute Break-up L/Cs, as applicable. (b) On the date hereof, Buyer will cause to be delivered to Seller letters of credit satisfying the Letter of Credit Requirements, in an aggregate amount sufficient to secure the Buyer’s obligation under Section 9.3(a) (each, a “Break-up L/C” and collectively, the “Break-up L/Cs”). If at any time prior to January 31, 2009 (the “Break-up Damages Stop Date”) (unless the Closing shall have occurred), a Break-up L/C has an expiration date earlier than the Break-up Damages Stop Date, then the Buyer shall cause to be provided to Seller, at least thirty (30) days prior to the expiration date of such Break-up L/C, a substitute Break-up L/C (which may consist of an amendment to a Break-up L/C) containing an expiration date that is at least thirty (30) days later than the expiration date of the Break-up L/C it is amending or replacing. If, at any time prior to the Break-up Damages Stop Date (unless the Closing shall have occurred), the Credit Rating of the bank issuing a Break-up L/C falls below the level specified in the Letter of Credit Requirements or such bank repudiates its obligations under, or fails to honor or pay against, a Break-up L/C, the Buyer shall cause to be furnished to Seller a substitute Break-up L/C promptly (and, in any event, within three (3) Business Days) after written notice demanding such substitute...