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”).
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.
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. 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. Any Break-Up Fee shall be added to the income of the ------------- Company.
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).
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.
Break-Up Fees. (i) Upon the first occurrence of any Adverse Event (as defined below), the Company shall pay the Buyers an aggregate amount of $100,000 in cash (allocated among the Buyers in proportion to the number of Purchased Shares to be purchased by each of the respectively hereunder unless otherwise agreed among the Buyers), plus all transaction costs and expenses actually incurred by the Buyers in connection with the negotiation and attempted consummation of the transactions contemplated by this Agreement. As used herein, the term "
Break-Up Fees. As to any of the Removed Leases set forth in Exhibit M hereto, in addition to a reduction in the Purchase Price by the amount of the Allocated Purchase Price for such Lease, VCDS shall pay to BURLINGTON a “Break Up Fee” for such Lease in the amount set forth in Exhibit M hereto.
Break-Up Fees. If this Agreement is terminated:
