Common use of Integral Part of the Proposed Transaction Clause in Contracts

Integral Part of the Proposed Transaction. The Purchaser acknowledges that (i) the agreement contained in Section 9.3 is an integral part of the transactions templated by this Agreement, (ii) the damages resulting from termination of this Agreement under circumstances where a Purchaser Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to Section 9.3 are not a penalty but rather constitute amounts akin to liquidated damage in a reasonable amount that will compensate the Company for the 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 by this Agreement, and (iii) without Section 9.3, the Company will not have entered into this Agreement. In the event that the Purchaser fails to promptly pay any amount due under Section 9.3, the Purchaser shall pay to the Company all reasonable fees, costs and expenses of enforcement (including reasonable attorney’s fees and reasonable expenses incurred in connection with any Action initiated by the Company), together with interest on such amount at the annual rate of five percent (5%) plus the prime lending rate as published in The Wall Street Journal, in effect on the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law.