Common use of Break-Up Fees Clause in Contracts

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. (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- 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.