Common use of Integral Part of Transaction Clause in Contracts

Integral Part of Transaction. Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) neither the Seller Termination Fee nor the No Vote Fee is a penalty and each of the Seller Termination Fee and the No Vote Fee is a reasonable amount that will compensate Buyer in the circumstances in which such fee is payable 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 hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement. If Seller fails to pay the Seller Termination Fee, the No Vote Fee or the Buyer Expenses pursuant to this Section 8.3 when due, and, in order to obtain such payment, Buyer commences a suit that results in a judgment against such party for the Seller Termination Fee, the No Vote Fee or the Buyer Expenses, as the case may be, Seller shall pay or cause to be paid to Buyer its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the Seller Termination Fee, the No Vote Fee or the Buyer Expenses, as the case may be, from the date such payment was required to be made until the date of payment at an interest rate of eleven percent (11%) per annum.

Integral Part of Transaction. Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) neither the Seller Company Termination Fee nor the No Vote Fee is not a penalty penalty, and each of the Seller Termination Fee and the No Vote Fee is except as set forth in Section 8.3(b)(ii), constitutes liquidated damages, in a reasonable amount that will compensate Buyer Parent in the circumstances in which such fee is payable 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 hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement. If Seller the Company fails to pay the Seller Company Termination Fee, Fee and/or the No Vote Fee or the Buyer Parent Expenses pursuant to this Section 8.3 when due, and, in order to obtain such payment, Buyer Parent commences a suit that results in a judgment against such party the Company for the Seller Company Termination Fee, Fee and/or the No Vote Fee or the Buyer Parent Expenses, as the case may be, Seller the Company shall pay or cause to be paid to Buyer Parent its costs and expenses (including attorneys’ fees and expenses) incurred in connection with such suit, together with interest on the amount of the Seller Company Termination Fee, the No Vote Fee or the Buyer Parent Expenses, as the case may be, from the date such payment was required to be made until the date of payment at an interest the prime rate of eleven percent (11%) per annumJPMorgan Chase Bank, N.A. in effect on the date such payment was required to be made.

Integral Part of Transaction. Each of the parties hereto Parties acknowledges that that: (i) the agreements contained in this Section 8.3 8.03 are an integral part of the transactions contemplated by this Agreement, (ii) neither the Seller Termination Fee nor the No Vote Fee is a penalty and each of the Seller Termination Fee and the No Vote Fee together with the payment of Purchaser Expenses is not a penalty, (iii) each of the Termination Fee and the No Vote Fee together with the payment of Purchaser Expenses is a reasonable amount that will compensate Buyer Purchaser in the circumstances in which such fee is payable 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 hereby, which amount would otherwise be impossible to calculate with precision, and (iiiiv) without these agreements, the parties Parties would not enter into this Agreement. If Seller fails to pay the Seller Termination Fee, the No Vote Fee or the Buyer Purchaser Expenses pursuant to this Section 8.3 8.03 when due, and, in order to obtain such payment, Buyer Purchaser commences a suit that results in a judgment against such party Seller for the Seller Termination Fee, the No Vote Fee or the Buyer Purchaser Expenses, as the case may be, Seller shall pay or cause to be paid to Buyer Purchaser its documented costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the Seller Termination Fee, the No Vote Fee or the Buyer Purchaser Expenses, as the case may be, from the date such payment was required to be made until the date of payment at an interest rate of eleven percent (11%) per annum.

Integral Part of Transaction. Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) neither the Seller Termination Fee nor the No Vote Fee Escrow Amount is a penalty and each of the Seller Termination Fee and the No Vote Fee Escrow Amount is a reasonable amount that will compensate Buyer and Seller, respectively, in the circumstances in which such fee is payable 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 hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement. If Seller fails to pay the Seller Termination Fee, the No Vote Fee or the Buyer Expenses pursuant to this Section 8.3 when due, and, in order to obtain such payment, Buyer commences a suit that results in a judgment against such party for the Seller Termination Fee, the No Vote Fee or the Buyer Expenses, as the case may be, Seller shall pay or cause to be paid to Buyer its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the Seller Termination Fee, the No Vote Fee or the Buyer Expenses, as the case may be, from the date such payment was required to be made until the date of payment at an interest rate of eleven percent (11%) per annum.