Payment of Breakup Fee Sample Clauses

Payment of Breakup Fee. As a material inducement to Xxxxx’s willingness to enter into this Agreement, in the event the Closing fails to occur for any reason under Seller’s direct control or for any reason in which Seller had a substantial role, including Seller’s failure to obtain any required approval of its shareholders, but excluding a failure to close resulting primarily from Buyer itself breaching any representation, warranty, or covenant contained in this Agreement (a non-occurrence of the Closing triggering the Breakup Fee being referred to as a “Covered Non-occurrence”), Seller shall pay to Buyer, as liquidated damages in lieu of any damages that Buyer may have sought from Seller under this Agreement, by wire transfer of immediately available funds or by another method of funds transfer mutually agreed upon by the Parties, within five business days following Xxxxx’s termination of this Agreement, the sum of $ (the “Breakup Fee”); provided, however, that in the event of a Covered Non-occurrence and in the further event that at any time before Seller consummates an Alternative Transaction or enters into a binding agreement consummate an Alternative Transaction, then an additional increment of the Breakup Fee (i.e., in addition to the $ referenced above) shall be payable in the
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Payment of Breakup Fee. The Breakup Fee shall be due and payable immediately upon closing of a sale of all or part of the Assets to another person or entity, and shall constitute an allowed administrative expense pursuant to 11 U.S.C. S 503(b). The obligations of Seller under this paragraph shall survive any termination of this Agreement.
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Payment of Breakup Fee. In the event this Agreement shall be ---------------------- terminated pursuant to Section 8.1(b)(3) or 8.1(c)(4), and either (A) a transaction with any person (other than Merger Partner or its Affiliates) that is contemplated by the term "Acquisition Proposal" shall be consummated on or before the first anniversary of the termination of this Agreement, or (B) Company shall enter into an agreement to consummate an Acquisition Proposal with any Person (other than Merger Partner or its Affiliates), on or before the first anniversary of the termination of this Agreement and such Acquisition Proposal is consummated at any time thereafter, then Company shall pay to Merger Partner a fee in immediately available funds equal to 2% of the Enterprise Value; provided that, notwithstanding anything in this Agreement to the contrary, the payment of such fee shall be the sole and exclusive remedy of Merger Partner, Media Communications and Sub as a result of termination pursuant to Section 8.1(b)(3) or 8.1(c)(4). Such fee shall be paid on the date of consummation of such transaction.
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Payment of Breakup Fee. Fifty thousand dollars ($50,000) (the “Breakup Fee”) shall be immediately released from escrow and paid to Buyer upon the occurrence of (a) the consummation of a sale of the Purchased Assets to any third party pursuant to a definitive agreement with such third party that requires the delivery of the Breakup Fee into escrow upon the execution thereof, or (b) the termination of any definitive agreement with a third party that contemplates the sale of the Purchased Assets provided that such definitive agreement requires that such third party deliver the Breakup Fee into escrow upon the execution thereof and directs the release thereof to Buyer upon the termination of such definitive agreement, if either of the events described in clauses (a) or (b) occurs within ninety (90) days of the Execution Date, and this Agreement had been terminated by (i) Lender pursuant to Section 10.1(b), or (ii) Lender or Buyer pursuant to Section 10.1(g). The Parties and Lender agree that the Breakup Fee shall be the full and liquidated damages of Buyer arising out of any such termination of this Agreement. The provisions of this Section 11.2 shall survive any termination of this Agreement pursuant to Sections 10.1(b), if terminated by Lender pursuant to such Section, or 10.1(g).”
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Payment of Breakup Fee. Upon the (i) consummation of a sale of the Purchased Assets to any third party, or (ii) the termination of any definitive agreement with respect to such transaction, in either case within eighteen (18) months of the date hereof, the fifty thousand dollars ($50,000) (the “Breakup Fee”) shall be immediately released from escrow and paid to Buyer upon instructions from Buyer. The Parties and Lender agree that the Breakup Fee shall be the full and liquidated damages of Buyer arising out of any termination of this Agreement by Lender or Buyer under Section 10.1(g), and the Breakup Fee shall be paid to Buyer on the closing date of such sale. The provisions of this Section 11.2 shall survive any termination of this Agreement pursuant to Section 10.1(g).
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Payment of Breakup Fee. By Pac Rim. In the event that (a) Pac Rim's Board of Directors terminates this Agreement pursuant to Section 9.3(i) hereof by reason of an Acquisition Proposal or (b) following public announcement of an Acquisition Proposal, Pac Rim's Board of Directors terminates this Agreement pursuant to Section 9.2(b) due to the failure to obtain the required vote in favor of this Agreement from the holders of Pac Rim Common Stock and
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Related to Payment of Breakup Fee

  • Breakup Fee In the event that:

  • Termination Fee (a) In the event that:

  • Company Termination Fee (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.

  • Expenses; Termination Fee (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated.

  • Termination Fees It will take time for your local utility company to cancel your XOOM account. During that time you agree to pay for the Energy you consume that is supplied by XOOM. In addition, you must also pay us any outstanding payment obligations you have incurred under this Contract that remain unpaid, including related wire service, distribution and administration fees, and all applicable Taxes up to the termination date. If you do not pay us the amounts owing by the date indicated, we will charge you the Late Payment Charge.

  • Payment of Extension Fee The Borrower shall pay to the Agent for the pro rata accounts of the Lenders in accordance with their respective Commitments an extension fee in an amount equal to fifteen (15) basis points on the Total Commitment in effect on the Maturity Date (as determined without regard to such extension), which fee shall, when paid, be fully earned and non-refundable under any circumstances.

  • Expenses; Termination Fees (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated.

  • Payment of Management Fee To facilitate the payment of the Management Fee as provided in Section 5.1 hereof, the Practice hereby expressly authorizes Professional Business Manager to make withdrawals of the Management Fee from the Professional Practice Account as such fee becomes due and payable during the Term in accordance with Section 3.10(a) and after termination as provided in Section 6.3. Professional Business Manager shall deliver to the Practice an invoice for the Management Fee accompanied by a reasonably detailed statement of the information upon which the Management Fee calculation is based.

  • Payment of Fee The cash management fee referred to in Clause 9.1 (Fee Payable) shall only be payable to the Current Issuer Cash Manager on each Payment Date in the manner contemplated by, in accordance with and subject to the provisions of the Current Issuer Pre-Enforcement Revenue Priority of Payments or, as the case may be, the Current Issuer Post-Enforcement Priority of Payments.

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