Buyer Termination Payment. In the event of termination of an Order for reasons other than a material default, payment made to medmix shall be as follows.
I. If a cancellation schedule has been negotiated in connection with an Order, then the cancellation schedule shall apply for purposes of determining the applicable termination payment to medmix.
II. If a cancellation schedule is not applicable then the termination payment shall be determined as follows:
1. medmix shall receive payment for the portion of the work produced and services performed as of the effective date of cancellation of the Order; and
2. payment of all unavoidable third-party costs and expenses incurred by medmix as result of the cancellation of the Order.
Buyer Termination Payment. In the event of termination of an Order for reasons other than a material default, payment made to GEKA shall be as follows.
I. If a cancellation schedule has been negotiated in connection with an Order, then the cancellation schedule shall apply for purposes of determining the applicable termination payment to GEKA.
II. If a cancellation schedule is not applicable then the termination payment shall be determined as follows:
1. GEKA shall receive payment for the portion of the work produced and services performed as of the effective date of cancellation of the Order; and
2. payment of all unavoidable third-party costs and expenses incurred by GEKA as result of the cancellation of the Order.
Buyer Termination Payment. In the event of termination of an Order for reasons other than a material default, payment made to QIAOYI shall be as follows.
I. If a cancellation schedule has been negotiated in connection with an Order, then the cancellation schedule shall apply for purposes of determining the applicable termination payment to QIAOYI.
II. If a cancellation schedule is not applicable then the termination payment shall be determined as follows:
1. QIAOYI shall receive payment for the portion of the work produced and services performed as of the effective date of cancellation of the Order; and
2. payment of all unavoidable third-party costs and expenses incurred by XXXXXX as result of the cancellation of the Order.
Buyer Termination Payment. (a) If (x) Sellers validly terminate this Agreement pursuant to Section 8.1(c) or Section 8.1(f) or (y) the Buyers validly terminate this Agreement pursuant to Section 8.1(d) at a time when the Sellers could have validly terminated this Agreement pursuant to Section 8.1(f), then within two Business Days following the date of such termination, BRWS shall pay, on behalf of the Buyers, to Carlisle, on behalf of the Sellers, a fee equal to $15,000,000 (the “Buyer Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by Carlisle.
(b) The Parties acknowledge and hereby agree that in no event shall the Buyers be required to pay the Buyer Termination Fee on more than one occasion.
(c) The Parties acknowledge and hereby agree that the Buyer Termination Fee, if, as and when required to be paid pursuant to Section 8.3(a), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate the Sellers under the circumstances for their efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision.
(d) The Parties acknowledge and hereby agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Parties would not enter into this Agreement. If BRWS fails to pay timely, on behalf of the Buyers, the Buyer Termination Fee, when due and payable in accordance with Section 8.3(a), and, in order to obtain such payment, Carlisle commences a suit that results in a final and non-appealable judgment against BRWS for the Buyer Termination Fee, then BRWS shall pay to Carlisle its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees and the reasonable and documented out-of-pocket fees and expenses of any expert or consultant engaged by Carlisle) in connection with such suit up to a maximum amount of $1,000,000, with any such payment to be made reasonably promptly following the entry of such final and non-appealable judgment by wire transfer of immediately available funds to an account or accounts designated in writing by Carlisle. If Carlisle commences a suit for payment of the Buyer Termination ...
Buyer Termination Payment. If the Seller terminates this EPA under sections 15.3(d), 15.3(e) or 15.3(f), then the Buyer will pay to the Seller, within 30 days after the delivery of the invoice referred to in paragraph (vi) below, an amount equal to:
(a) if termination occurred prior to COD:
(i) 115% of the Development Costs incurred by the Seller prior to the delivery of termination notice by the Buyer; less
(ii) the Net Realizable Value of the Project Assets, where “Net Realizable Value” means the amount that the Seller receives, or could reasonably be expected to receive, after the exercise of commercially reasonable efforts, from a disposition of the Project Assets, net of transaction costs, as of the date of termination; and
