Breakup Fee. In the event that:
Breakup Fee. Section 8.3(a)........................................45
Breakup Fee. (a) If this Agreement is terminated pursuant to Section 7.1(f), then the Partnership shall pay $40,000,000 (the “Breakup Fee”) to Parent, within three business days, by wire transfer of same day federal funds to the account specified by Parent.
Breakup Fee. (a) If this Agreement is terminated by SSI or STI or VERITAS pursuant to Section 9.1(h) as a result of a VERITAS Stockholder Rejection and prior to such rejection (i) an Alternative Proposal has not been publicly announced or otherwise publicly disclosed and not withdrawn, and (ii) no Change in Board Recommendation has occurred, then VERITAS shall promptly pay SSI and STI (by wire transfer or cashier's check) a nonrefundable fee equal to the actual reasonable legal, accounting and printing expenses incurred by STI, SSI, the Contributing Companies and/or the Contributed Company Group, but not exceeding $5 million, within three (3) business days following the delivery of an itemized list of such expenses by SSI and STI.
Breakup Fee. In the event Surety elects to terminate this Plan and the Merger Agreements by written notice to such effect to First Midlothian (the "Election") pursuant to SECTION 7(e) of this Plan, as a result of Surety's inability to have sufficient financial resources available, in the sole opinion of Surety, to consummate the transactions contemplated by the this Plan and the Merger Agreements, Surety shall pay to First Midlothian a break-up fee, as follows, and upon payment thereof, none of the parties to this Plan nor the Merger Agreements shall have any further obligations to each other, except as expressly set forth in this SECTION 18:
Breakup Fee. If (x) Sponsor or Parent terminates this Agreement pursuant to Section 2.2 and the Merger Agreement is terminated pursuant to Section 7.1(f) thereof and (y) within two business days of such termination, the Conflicts Committee determines in good faith that the termination of the Merger Agreement, and the payment of the Breakup Fee, is not in the best interests of the Partnership and the holders of the Partnership Common Units (excluding the Sponsor Parties and its Affiliates) (disregarding the application of this Section 2.3), then the Sponsor shall have the obligation to pay the Breakup Fee to Parent as set forth in Section 7.3 of the Merger Agreement.
Breakup Fee. (a) If this Agreement is terminated prior to the Closing as a result of the termination events set forth in Section 9.1(a), (c), (e) or (f), all monies deposited by the Purchaser in the Escrow Account together with any interest accrued thereon (net of taxes on such interest required by applicable law to be withheld by the Escrow Agent) shall promptly be delivered to the Purchaser pursuant to the terms of the Escrow Agreement in full and final satisfaction of rights or remedies that the Purchaser may have arising out of any breach of the terms and conditions of this Agreement by the Seller. (b) If this Agreement is terminated prior to Closing as a result of the termination events set forth in Section 9.1(b) or Section 9.1(d) (other than each of the conditions in Article VIII that are not within the control of Purchaser and not satisfied through no fault of the Purchaser), the Breakup Fee shall become payable and the Seller shall be entitled to demand immediate payment of the sum guaranteed under the Second Bid Bond in full and final satisfaction of rights or remedies that the Seller may have arising out of any breach of the terms and conditions of this Agreement by the Purchaser and the balance of all sums in the Escrow 16 <PAGE> Account shall promptly be delivered to the Purchaser pursuant to the terms of the Escrow Agreement. (c) The Seller undertakes to the Purchaser only to demand payment under a Bid Bond in accordance with the terms of that Bid Bond. (d) Immediately upon Closing the Seller shall in writing notify The Hongkong and Shanghai Banking Corporation Limited at 00 Xxxxxxx Xxxx, #00-00 XXXX Xxxxxxxx, Xxxxxxxxx 000000 (marked for the attention of Tan Puay Xxx Xxxxx (015948)/Chua Hwee Lan Jacklyn (4189)) that Closing has occurred. (e) If there is a closing of the sale of the Sale Shares by the Seller to a purchaser other than the Purchaser, the Seller shall immediately upon such closing in writing notify the Purchaser and The Hongkong and Shanghai Banking Corporation Limited at 00 Xxxxxxx Xxxx, #00-00 XXXX Xxxxxxxx, Xxxxxxxxx 000000 (marked for the attention of Tan Puay Xxx Xxxxx (015948)/Chua Hwee Lan Jacklyn (4189)) that such closing has occurred. 9.3
Breakup Fee. If this Agreement is terminated (a) by any party hereto due to the failure of Frontier's shareholders to approve this Agreement and the consummation of the Exchange (regardless of the reason for such failure to approve) or (b) by Frontier pursuant to Section 13.01(f), then Aspect and Esenjay shall be entitled to receive from Frontier, and Frontier shall be obligated to pay to each of Aspect and Esenjay, within one business day following receipt of an invoice therefor, a fee equal to the sum of all out-of-pocket expenses and fees (including fees and expenses of counsel, accountants, experts, and consultants) actually incurred or accrued by Aspect or Esenjay in connection with this Agreement and the Exchange. In addition, Aspect and Esenjay shall each be entitled to an assignment of 10% of Frontier's interest in the Lapeyrouse Prospect, Terrebonne Parish, Louisiana as described on Schedule 4.17, which assignment Frontier shall promptly deliver.
Breakup Fee. (a) If any person (other than Purchaser or any of its Affiliates) shall have made, proposed, communicated or disclosed a proposal for an acquisition of the Company or its assets or business, or a combination with the Company, or a financing transaction proposal as an alternative to the transactions contemplated by this Agreement (a "Competing Proposal") in a manner which is or becomes public and this Agreement is terminated following such proposal, then the Company shall, simultaneously with termination of this Agreement, pay to Purchaser a fee (the "Breakup Fee") in the amount of $500,000 or, if greater, 2.5% of the value of the Company established by a proposed transaction, if, following the announcement or proposal of a transaction, this Agreement is terminated. If (in the absence of a Competing Proposal) the stockholders do not approve the transactions contemplated by this Agreement, the Company shall pay to Purchaser the $100,000 required pursuant to the terms of the Management Services Agreement (the "Consulting Fee") and shall issue to Purchaser a warrant (the "Breakup Warrant") for 250,000 shares at the purchase price of $1.00 per share, which will be exercisable immediately and will expire if not exercised within five years, and will otherwise have the terms and conditions set forth on Exhibit F. The Consulting Fee shall be paid by wire transfer of immediately available funds.
Breakup Fee. (a) If this Agreement is terminated by SSI or STI or VERITAS pursuant to Section 9.1(h) as a result of a VERITAS Stockholder Rejection and prior to such rejection (i) an Alternative Proposal has not been publicly announced or otherwise publicly disclosed and not withdrawn, and (ii) no Change in Board Recommendation has occurred, then VERITAS shall promptly pay SSI and STI (by wire transfer or cashier's check) a nonrefundable fee equal to the actual reasonable legal, accounting and printing expenses incurred by STI, SSI, the Contributing Companies and/or the Contributed Company Group, but not exceeding $5 million, within three (3) business days following the delivery of an itemized list of such expenses by SSI and STI. A-67 69 (b) If this Agreement is terminated by SSI or STI or VERITAS (i) pursuant to Section 9.1(h) as a result of a VERITAS Stockholder Rejection after an Alternative Proposal has been publicly announced or otherwise publicly disclosed and not withdrawn, (ii) pursuant to Sections 9.1(i) or 9.1(j), then VERITAS shall promptly pay to SSI (by wire transfer or cashier's check) a nonrefundable fee equal to $50 million within ten (10) days following delivery of the notice of termination to or by SSI and STI pursuant to Section 9.2. (c) VERITAS acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, none of STI, SSI or NSMG would enter into this Agreement; accordingly, if VERITAS fails to timely pay the amounts due pursuant to this Section 9.4, and, in order to obtain such payment, STI or SSI commences a suit which results in a judgment against VERITAS for the amounts set forth in this Section 9.4 and such judgment is not set aside or reversed, VERITAS shall pay to STI or SSI their reasonable costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 9.4 at the prime rate of CitiBank in effect on the date such payment was required to be made. 10. Survival of Representations 10.1
