Matters Relating to Termination. (a) Except with respect to a termination under Section 9.1(d)(ii) or Section 9.1(f) that arises from the willful and material breach of this Agreement or fraud by the Company, each of the Company and Parent acknowledges and agrees that if Parent is entitled to receive and actually receives the Company Termination Fee under this Agreement, Parent’s receipt of the Company Termination Fee shall constitute Parent’s and Merger Sub’s sole and exclusive remedy for, and such amount shall constitute liquidated damages in respect of, any termination of this Agreement regardless of the circumstances giving rise to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fairfax Financial Holdings LTD/ Can), Agreement and Plan of Merger (Allied World Assurance Co Holdings, AG)
Matters Relating to Termination. (a) Except with respect to a termination under Section 9.1(d)(ii) or Section 9.1(f7.1(e) that arises from the willful and material breach of this Agreement or fraud by the Company, each of the Company and Parent acknowledges and agrees that if Parent is entitled to receive and actually receives the Company Termination Fee under this Agreement, Parent’s receipt of the Company Termination Fee shall constitute Parent’s and Merger Sub’s sole and exclusive remedy for, and such amount shall constitute liquidated damages in respect of, any termination of this Agreement regardless of the circumstances giving rise to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Markel Corp), Agreement and Plan of Merger (ALTERRA CAPITAL HOLDINGS LTD)
Matters Relating to Termination. (a) Except with respect to a termination under pursuant to Section 9.1(d)(ii) or Section 9.1(f7.1(e) that arises from the willful and material breach of this Agreement or fraud by the Company, each of the Company and Parent acknowledges and agrees that if in the event that Parent is entitled to receive and actually receives the Company Termination Fee under pursuant to this Agreement, Parent’s receipt of the Company Termination Fee shall constitute Parent’s and Merger Amalgamation Sub’s sole and exclusive remedy for, and such amount shall constitute liquidated damages in respect of, any termination of this Agreement regardless of the circumstances giving rise to such termination.
Appears in 1 contract
