Common use of Purchase Agreement Fee Clause in Contracts

Purchase Agreement Fee. Within two (2) Business Day following Sellers’ written notice to Purchaser of satisfaction of the condition set forth in Section 6.3(f), Purchaser shall pay to HCE One Million Dollars (US$1,000,000) in cash (the aggregate of such amount, plus any interest deemed earned thereon from (and including) the date hereof to (but excluding) the Closing Date or date of earlier termination of this Agreement, being referred to as the “Purchase Agreement Fee”), by wire transfer of immediately available funds in United States dollars to the bank account or accounts outside of Jamaica that have been designated by HCE. The Purchase Agreement Fee will be deemed to earn interest at the Specified Rate. The Purchase Agreement Fee shall be nonrefundable unless this Agreement is terminated in accordance with Section 7.1(a), 7.1(b), 7.1(c), 7.1(d), 7.1(e) or 7.1(g), in which event HCE shall pay to Purchaser, no later than five (5) Business Days following the effective date of such termination, an amount equal to such portion of the Purchase Agreement Fee received by it pursuant to this Section 1.5 by wire transfer of immediately available funds in United States dollars to the bank account or accounts designated by Purchaser. The Purchase Agreement Fee received by HCE shall be credited against (x) such portion of the Closing Purchase Price payable to HCE or any Affiliate designated by HCE in accordance with Section 1.4(c) or (y) if this Agreement is terminated (other than pursuant to Section 7.1(a), 7.1(b), 7.1(c), 7.1(d), 7.1(e) or 7.1(g)), the Damages, if any, owed by Purchaser to HCE arising out of breach of this Agreement by Purchaser. The Purchase Agreement Fee shall not be deemed to be a liquidated damages payment for any breach by Purchaser of this Agreement.

Purchase Agreement Fee. Within two (2) Business Day following Sellers’ written notice to Purchaser Simultaneously with the execution of satisfaction this Agreement and in consideration of the condition set forth time expended and expense incurred by Seller and the Companies in Section 6.3(f)negotiating and executing this Agreement, Purchaser shall pay to HCE One Million Dollars (US$1,000,000) Seller an amount in cash equal to five percent (5%) of the aggregate of Purchase Price (such amount, plus any interest deemed earned thereon from (and including) the date hereof to (but excluding) the Closing Date or date of earlier termination of this Agreement, Agreement being referred to as the “"Purchase Agreement Fee”"), in each case by wire transfer of immediately available funds in United States dollars to the bank account or accounts outside of Jamaica that have been designated by HCESeller. The Purchase Agreement Fee will be deemed to earn interest at the Specified Rate. The Notwithstanding any provision to the contrary contained herein, the Purchase Agreement Fee shall be nonrefundable unless by Seller except in the event that this Agreement is duly and validly terminated in accordance with Section 7.1(a), 7.1(b), 7.1(c), 7.1(d), 7.1(e) or 7.1(g)Section 7.1(c) hereof or Purchaser duly and validly terminates this Agreement in accordance with Section 7.1(d) hereof, in which event HCE Seller shall pay to Purchaser, no later than five ten (510) Business Days following the effective date of such termination, an amount equal to such portion of the Purchase Agreement Fee received by it pursuant to this Section 1.5 hereof by wire transfer of immediately available funds in United States dollars to the bank account or accounts designated by Purchaser. The Purchase Agreement Fee received by HCE Seller shall be credited against (x) such portion of the Closing Purchase Price payable to HCE or any Affiliate designated by HCE Seller at the Closing in accordance with Section 1.4(c) 1.4 hereof or (y) if this Agreement is terminated (other than pursuant to Section 7.1(a), 7.1(b), 7.1(c), 7.1(d), 7.1(e) or 7.1(g)7.1(d) hereof), the Damages, if any, any owed by Purchaser to HCE Seller arising out of breach of this Agreement by Purchaser. The Purchase Agreement Fee shall not be deemed to be a liquidated damages payment for any breach by Purchaser of this Agreement.

Purchase Agreement Fee. Within two (2) Business Day following Sellers’ written notice to Purchaser On July 3, 2007, the Parent wire transferred in favor of satisfaction of the condition set forth in Section 6.3(f), Purchaser shall pay to HCE One CMS Enterprises Company Fifteen Million Dollars (US$1,000,00015,000,000) (the “Deposit”) in cash (the aggregate of such amount, plus any interest deemed earned thereon at the Specified Rate from (and including) the date hereof July 3, 2007 to (but excluding) the Closing Date or date of earlier early termination of this Agreementthe Agreement (except pursuant to Section 7.1(f)), being referred to as the “Purchase Agreement Fee”), by wire transfer of immediately available funds in United States dollars to the bank account or accounts outside of Jamaica that have been designated by HCE. .. The Purchase Agreement Fee will be deemed to earn interest at the Specified Rate. The Notwithstanding any provision to the contrary contained herein, the Purchase Agreement Fee shall be nonrefundable unless by Seller; provided, however, the Purchase Agreement Fee shall be refundable in the event that this Agreement is terminated in accordance with Article VII, except Section 7.1(a), 7.1(b), 7.1(c), 7.1(d), 7.1(e) or 7.1(g7.1(f), in which event HCE Seller shall pay to Purchaserthe Parent, no later than five (5) Business Days following the effective date of such termination, an amount equal to such portion of the Purchase Agreement Fee received by it pursuant to this Section 1.5 1.7 by wire transfer of immediately available funds in United States dollars to the bank account or accounts designated by Purchaserthe Parent. The Purchase Agreement Fee received by HCE Deposit shall be credited against (x) such portion of the Closing Purchase Price payable at Closing to HCE Seller or any Affiliate designated by HCE in accordance with Section 1.4(c) or (y) if Seller. If this Agreement is terminated (other than pursuant to Section 7.1(a), 7.1(b), 7.1(c), 7.1(d), 7.1(e) or 7.1(g)), the Purchase Agreement Fee shall be credited against the Damages, if any, owed by Purchaser to HCE Seller arising out of breach of this Agreement by Purchaser. The Purchase Agreement Fee shall not be deemed to be a liquidated damages payment for any breach by Purchaser of this Agreement. If Seller fails to refund the Purchase Agreement Fee within five (5) Business Days of Seller becoming obligated hereunder to make such a refund, the amount thereof shall bear default interest at a rate equal to LIBOR plus two per cent (2%) per annum.