Break-Up Fees. (a) If this Agreement is terminated by the City pursuant to Section 7.1(b), then SEARHC will pay the City, within thirty (30) days following the City’s delivery of Notice to SEARHC of such termination, an amount equal to Five Hundred Thousand and No/100 Dollars ($500,000) (the “City Break-up Fee”).
(b) If this Agreement is terminated by SEARHC pursuant to Section 7.1(c) or by the City pursuant to Section 7.1(d), then the City will pay SEARHC, within thirty (30) days following the applicable Party’s delivery of Notice to the other Party of such termination, an amount equal to Five Hundred Thousand and No/100 Dollars ($500,000) (the “SEARHC Break- up Fee” and, together with the City Break-up Fee, the “Break-up Fees”). The Break-up Fees are intended by the Parties to constitute liquidated damages, and not a penalty. The Parties acknowledge that it would be difficult to ascertain the specific damages suffered by the applicable Party under the circumstances described under Section 7.3(a) or Section 7.3(b), as applicable. The Break-up Fees represent the Parties’ reasonable estimation of such damages, taking into account (i) the lost opportunity costs associated with a contract to deal exclusively with each other; (ii) the expenses incurred in negotiating the transactions contemplated by this Agreement, and (iii) the size of termination fees in other transactions.
Break-Up Fees. Notwithstanding anything to the contrary contained within this Agreement, in the event Seller is unable to, or elects not to complete the transactions contemplated by this Agreement for any reason, except: (i) a breach by Buyer of any of its representations, warranties and covenants contained herein or (ii) a material adverse development in the business or operations of Buyer between the date of this Agreement and the Closing Date, then; and in that event, Seller shall pay Buyer a break-up fee equal to One Million Dollars ($1,000,000) ("Break-Up Fee") in order to reimburse Buyer for its time and expenses incurred in connection with the transactions contemplated in this Agreement, as well as for any lost opportunity costs and direct and indirect consequential damages. Payment of the Break-Up Fee shall be made by wire transfer of immediately available funds to an account designated by Buyer not later than five (5) days after receipt by Seller of a written demand for the Break-Up Fee by Buyer, but in no case later than Seller's receipt of proceeds from the sale or other disposition of the Assets, directly or indirectly. Seller acknowledges that any payment of the Break-Up Fee will be treated as one for liquidated damages and not a penalty, such being agreed between Buyer and Seller to be a necessary condition to this Agreement to compensate Buyer for expenses and expenditures incurred and made in connection herewith and otherwise for Seller's non-compliance with this Agreement.
Break-Up Fees. In similar cases to the foregoing, a party may want to negotiate a break‐up or termination fee in the event that such party is incurring costs (or foregoing other opportunities) in the pursuit of a transaction contemplated by the LOI in the event that such transaction ultimately fails to be negotiated to completion.
Break-Up Fees. Any Break-Up Fee shall be added to the income of the ------------- Company.
Break-Up Fees. (a) In the event that this Agreement is terminated pursuant to Section 7.1(d) or Section 7.1(e), then the Company shall pay to Parent substantially concurrently with such termination, in the case of a termination by the Company, or within two (2) Business Days thereafter in the case of a termination by Parent, the Break-Up Fee.
(b) In the event that (i) this Agreement is terminated pursuant to Section 7.1(g) by reason of a willful or bad faith breach by the Company of any representation, warranty or covenant of the Company contained in this Agreement (other than a breach of Section 5.4) that the Company shall have failed to cure in accordance with the notice and cure provisions of Section 7.1(g), (ii) prior to such termination an Acquisition Proposal shall have been publicly disclosed or otherwise communicated to the Company or the Company Board and not withdrawn, and (iii) within twelve (12) months after such termination, the Company consummates a transaction contemplated by any Acquisition Proposal, then the Company shall pay to Parent the Breakup Fee, on the date no later than two (2) Business Days after the consummation of a transaction that constitutes an Acquisition Proposal. For purposes of the immediately preceding sentence, the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 8.3 except that the references to “twenty percent (20%)” therein shall be deemed to be references to “a majority.”
(c) For purposes of this Section 7.3, “Break-Up Fee” means $3 million (inclusive of Parent and Purchaser’s expenses), in cash, except in the event that this Agreement is terminated pursuant to Section 7.1(e) in order to enter into a definitive agreement with a Go-Shop Party with respect to a Superior Proposal, in which case the Break-Up Fee shall mean $2 million (inclusive of Parent and Purchaser’s expenses) in cash.
Break-Up Fees. (a) In the event that this Agreement is terminated pursuant to Section 7.1(d) or Section 7.1(e), then the Company shall pay to Parent substantially concurrently with such termination, in the case of a termination by the Company, or within two (2) Business Days thereafter in the case of a termination by Parent, the Break-Up Fee.
(b) In the event that (i) this Agreement is terminated pursuant to Section 7.1(g) by reason of a breach by the Company of any representation, warranty or covenant of the Company contained in this Agreement that the Company shall have failed to cure in accordance with the notice and cure provisions of Section 7.1(g), (ii) prior to such termination an Acquisition Proposal shall have been publicly disclosed or otherwise communicated to the Company or the Company Board and not withdrawn, and (iii) within twelve (12) months after such termination, the Company consummates a transaction contemplated by any Acquisition Proposal, then the Company shall pay to Parent the Breakup Fee, on the date no later than two (2) Business Days after the consummation of a transaction that constitutes an Acquisition Proposal. For purposes of the immediately preceding sentence, the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 8.3 except that the references to “twenty percent (20%)” therein shall be deemed to be references to “a majority.”
(c) In the event that (i) this Agreement is terminated pursuant to Section 7.1(b) other than by reason of a breach by Parent or Purchaser of any representation, warranty or covenant of Parent or Purchaser contained in this Agreement that Parent or Purchaser shall have failed to cure in accordance with the notice and cure provisions of Section 7.1(g), (ii) prior to the Termination Date an Acquisition Proposal shall have been publicly disclosed or otherwise communicated to the Company or the Company Board and not withdrawn, and (iii) within twelve (12) months after such termination, the Company consummates a transaction contemplated by any Acquisition Proposal, then the Company shall pay to Parent the Breakup Fee, on the date no later than two (2) Business Days after consummation of a transaction that constitutes an Acquisition Proposal
(d) For purposes of this Section 7.3, “Break-Up Fee” means $2.17 million (inclusive of Parent and Purchaser’s expenses), in cash, except in the event that this Agreement is terminated pursuant to Section 7.1(e) in order to enter into a definitive agreemen...
Break-Up Fees. If this Agreement is terminated:
(i) by the Contributors pursuant to Section 9.1(f) or by the General Partner pursuant to Section 9.1(j), then the MLP shall pay, and the General Partner shall cause the MLP to pay or cause to be paid, to NVCH a termination fee of $4,000,000 (the "Atlas Termination Fee"), which amount shall be payable by wire transfer of immediately available funds to an account to be designated by NVCH in writing; provided, however, that such fee shall not be payable in the event of a termination pursuant to Section 9.1(f)(x), if, prior to such termination, the Financial Advisor to the Conflicts Committee shall have amended, modified, withdrawn or rescinded in any materially adverse manner the MLP Opinion. No obligations of any of the Atlas Entities, Resource America or the Resource America Entities shall be deemed terminated until such payment has been made and received by NVCH.
(ii) by the General Partner pursuant to Section 9.1(g) or by the Contributors pursuant to Section 9.1(i), then Triton shall, and the Contributors shall cause Triton to, pay to the General Partner a termination fee of $8,000,000 (the "Triton Termination Fee"), which amount shall be payable by wire transfer of immediately available funds to an account to be designated by the General Partner in writing. No obligations of the Contributors or Triton shall be deemed terminated until such payment has been made and received by the General Partner.
Break-Up Fees. (a) If the Effective Time does not occur and this Agreement is terminated by Purchaser by reason of the failure of any of the closing conditions specified in Sections 8(a) or (b) and Allegheny directly or indirectly sells the OVEC Shares or its rights and obligations under the ICPA to any person or entity other than the Purchaser within three years of the date of this Agreement, Allegheny will pay Purchaser Two Million Dollars ($2,000,000).
(b) If the Effective Time does not occur and this Agreement is terminated by Allegheny by reason of failure of any of the closing conditions specified in Sections 9(a) or (b) and Purchaser purchases any shares or rights, directly or indirectly, in OVEC from any third party within three years of the date of this Agreement, Purchaser will pay Allegheny Two Million Dollars ($2,000,000).
(c) If the Effective Time does not occur and this Agreement is terminated by reason of failure of the closing condition specified in Sections 8(g) or under Section 7(e)(iv), Purchaser will pay to Allegheny Two Million Dollars ($2,000,000).
(d) The break-up fees contained in this Section 13 shall be in addition to all other rights and remedies either party may have against the other party for any breaches of this Agreement. The obligations contained in this Section 13 shall survive any termination of this Agreement except termination pursuant to Section 15.
Break-Up Fees. The break-up fees set forth in Sections 5.13, 6.8 ------------- and 7.20 shall be the exclusive remedy for the conduct so contemplated and in no event shall the Company's obligations to pay such break-up fees under such Sections be cummulative.
Break-Up Fees. In the event the transaction contemplated in this Purchase Agreement is not consummated for reason of a breach by the Purchaser of its obligations hereunder, the Purchaser shall pay the sum of US$7.0 (seven) million to the Vendor under reserve of and without prejudice to all other rights and recourses of the Vendor. Upon the execution of the agreement, the Purchaser has delivered to the Vendor an irrevocable stand-by letter of credit of the Huntington National Bank in the amount of US$7,000,000 as from Schedule C (hereinafter "LETTER OF CREDIT") which the Vendor may draw upon in accordance with the terms of the Letter of Credit. The Vendor shall surrender to the Purchaser the Letter of Credit upon receipt of the Purchase Price.
