Buyer Break-Up Fee Sample Clauses

Buyer Break-Up Fee. (i) If Buyer terminates this Agreement for any reason other than For Cause, or if Seller terminates this Agreement For Cause, Buyer shall pay to Seller six hundred thousand dollars ($600,000) (the “Buyer Break-Up Fee”) within five (5) Business Days after the effective date of such termination, which obligation shall survive termination. BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ESTABLISH SELLER’S DAMAGES BY REASON OF TERMINATION OF THIS AGREEMENT BY BUYER OTHER THAN FOR CAUSE OR BY SELLER FOR CAUSE. ACCORDINGLY, BUYER AND SELLER AGREE THAT IS REASONABLE AT SUCH TIME TO AWARD THE BUYER BREAK-UP FEE TO SELLER AS “LIQUIDATED DAMAGES” AND THAT THE AMOUNT OF THE BUYER BREAK-UP FEE IS A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT OF BUYER’S TERMINATION OF THIS AGREEMENT OTHER THAN FOR CAUSE OR SELLER’S TERMINATION OF THIS AGREEMENT FOR CAUSE. SELLER IRREVOCABLY WAIVES AND RELEASES THE RIGHT TO SEEK OR OBTAIN ANY OTHER LEGAL OR EQUITABLE REMEDIES, INCLUDING THE REMEDIES OF DAMAGES AND SPECIFIC PERFORMANCE, FOR BUYER’S TERMINATION OF THIS AGREEMENT OTHER THAN FOR CAUSE OR SELLER’S TERMINATION OF THIS AGREEMENT FOR 73 (ii) As security for Buyer’s obligation to pay the Buyer Break-Up Fee, Buyer shall deposit with the Title Company a letter of credit issued by HomeAmerican Mortgage Corporation, which is an Affiliate of Buyer, or, at Buyer’s option, by a bank or savings and loan association chosen by Buyer and reasonably satisfactory to Seller, in the amount of the Buyer Break-Up Fee, and that names the Title Company as the beneficiary (the “Break-Up Fee Letter of Credit”). The Break-Up Fee Letter of Credit shall be held and administered by the Title Company in accordance with the provisions of this Agreement, shall have an expiration date not earlier than twelve (12) months from the date of issuance, and shall provide for automatic extensions of its expiration date unless the issuer delivers notice not less than sixty (60) days prior to the expiration date that the Break-Up Fee Letter of Credit will not be renewed. Any such notice shall be delivered to the Title Company as the beneficiary under the Letter of Credit, and the Title Company shall provide a copy of the notice to Purchaser and Seller within one (1) Business Day after receiving such notice. (iii) The Break-Up Fee Letter of Credit shall provide that draws may be made by the Title Company only upon presentation of the Break-Up ...
Sample 1
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Buyer Break-Up Fee. Section 14.2(a) of the Purchase Agreement is hereby amended and restated in its entirety as follows: (a) If Seller terminates this Agreement under Section 14.1(b), (i) Buyer will be liable to Seller for an amount (the “Buyer Break-Up Fee”) equal to the Actual Expenses, and (ii) Seller will immediately join Buyer in delivering written instructions to the Escrow Agent, jointly executed by Buyer and Seller, instructing the Escrow Agent to pay to Buyer from the Buyer Escrow Fund, in accordance with the Buyer Escrow Agreement, the amount of the Buyer Escrow Fund in excess of the sum of the Estimated Excess Operating Expenses at the time of such termination plus one million, five hundred thousand dollars ($1,500,000). Promptly following determination of the final Excess Operating Expenses Calculation Statement in accordance with Section 4.4: (A) Seller and Buyer will deliver written instructions to the Escrow Agent, jointly executed by Buyer and Seller, instructing the Escrow Agent to pay, in accordance with the Buyer Escrow Agreement, to Seller the amount of the Actual Expenses (as reflected on the final Excess Operating Expenses Calculation Statement) (or the balance of the Buyer Escrow Fund, if less), and to pay, in accordance with the Buyer Escrow Agreement, to Buyer the remaining amount, if any, of the Buyer Escrow Fund after making such payment to Seller; and (B) if the amount paid to Seller pursuant to Section 14.2(a)(A) is less than the full amount of the Actual Expenses (as reflected on the final Excess Operating Expenses Calculation Statement), Buyer shall promptly remit to Seller payment of the difference between the Actual Expenses and the amount paid to Seller pursuant to Section 14.2(a)(A).
Sample 1

Related to Buyer Break-Up Fee

  • Seller’s Closing Conditions The obligation of Seller to proceed with the Closing contemplated hereby is subject, at the option of Seller, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Seller’s Conditions to Closing The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Seller shall have received a certificate to that effect signed by an Authorized Officer of the Purchaser; B. The Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer of the Purchaser dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement, together with copies of the Articles of Association and by-laws as of a recent date with respect to the Purchaser; and C. The Purchaser will furnish to the Seller such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Seller and its attorney may reasonably request.

  • Additional Conditions to Closing (a) All necessary approvals under federal and state securities laws and other authorizations relating to the issuance and transfer of the Acquisition Shares by SKYC and the transfer of the Shares by FDH shall have been received. (b) No preliminary or permanent injunction or other order by any federal, state or foreign court of competent jurisdiction which prohibits the consummation of the Exchange shall have been issued and remain in effect. No statute, rule, regulation, executive order, stay, decree, or judgment shall have been enacted, entered, issued, promulgated or enforced by any court or governmental authority which prohibits or restricts the consummation of the Exchange. All Requisite Regulatory Approvals shall have been filed, occurred or been obtained and all such Requisite Regulatory Approvals shall be in full force and effect. (c) There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Exchange, by any federal or state Governmental Body which, in connection with the grant of a Requisite Regulatory Approval, imposes any condition or restriction upon the Surviving Corporation or its subsidiaries (or, in the case of any disposition of assets required in connection with such Requisite Regulatory Approval, upon SKYC, its subsidiaries or FDH or any of their subsidiaries), including, without limitation, requirements relating to the disposition of assets, which in any such case would so materially adversely impact the economic or business benefits of the Exchange as to render inadvisable the consummation of the Exchange.

  • Closing Payment At the Closing, Buyer will pay or cause to be paid to Seller the Closing Payment Amount, by wire transfer of immediately available funds or by such other means as may be agreed upon by Seller and Buyer.

  • Buyer’s Closing Conditions The obligation of Buyer to proceed with the Closing contemplated hereby is subject, at the option of Buyer, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Seller’s Closing Costs Seller shall pay the following costs in connection with the consummation of the Closing: (i) all of the charges and transfer taxes for recording the deeds; (ii) all commissions owed to any broker in accordance with the terms of a separate agreement between Seller and such broker; and (iii) all other charges incurred by the Seller in connection with this Agreement (including, without limitation, the fees and expenses for the Seller’s attorneys and other consultants).

  • RENTAL ADJUSTMENT The lesser of (i) 2%, or (ii) 1.25 times the change in the Price Index, as described in Section 4.02.

  • Closing Fee On the Effective Date, the Borrower agrees to pay to the Administrative Agent and each Lender all loan fees as have been agreed to in writing by the Borrower and the Administrative Agent.

  • One-Time Payment Tenant shall pay to Landlord a one-time payment in the amount of Fifty Thousand and No/100 Dollars ($50,000.00), payable within thirty (30) days of the Effective Date and subject to the following conditions precedent: (a) Tenant’s receipt of this Amendment executed by Landlord, on or before October 29, 2017; (b) Tenant’s confirmation that Landlord’s statements as further set forth in this Amendment are true, accurate, and complete, including verification of Landlord’s ownership; (c) Tenant’s receipt of any documents and other items reasonably requested by Tenant in order to effectuate the transaction and payment contemplated herein; and (d) receipt by Tenant of an original Memorandum (as defined herein) executed by Landlord.

  • Buyer’s Conditions to Closing The obligations of Buyer at the Closing are subject to the satisfaction at or prior to the Closing, or waiver in writing by Buyer, of the following conditions: (a) All representations and warranties of Sellers contained in this Agreement, to the extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects, in each case as if such representations and warranties were made at and as of the Closing Date, and Sellers shall have performed and satisfied in all material respects all covenants and agreements required to be performed and satisfied by it under this Agreement at or prior to the Closing. (b) No suit, action or other proceeding brought by a third party shall be pending, nor shall any order have been entered by any court or Governmental Authorities having jurisdiction over the Parties or the subject matter of this Agreement which remains in effect at the time of Closing, in either case, that restrains or prohibits or seeks to restrain or prohibit, or seeks damages in connection with, the purchase and sale contemplated by this Agreement. (c) All material consents and approvals required of any third party or Governmental Authorities in order to sell and transfer the Assets to Buyer and otherwise close and consummate the transaction contemplated herein shall have been received or waived in writing; and Sellers shall have provided evidence satisfactory to Buyer of the same. (d) The aggregate adjustments to the Base Purchase Price attributable to Title Defects, Environmental Defects and Casualty Defects shall not have exceeded the threshold set forth in Section 7.6 above. (e) Sellers shall have performed its obligations set forth in Sections 10.5. (f) Buyer, in its sole discretion and upon its good faith effort, shall have determined that Sellers have satisfied, in all material respects, the provisions of Section 14.5 and shall have satisfied itself that pipeline Segment No. 14609 is, as of the Closing Date, in good working order.

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