Unified Break-up Fee Sample Clauses

Unified Break-up Fee. In the event this Agreement is terminated by (i) Blue River pursuant to the provisions of Section 8.01(b)(iii) hereof, or (ii) by Unified pursuant to Section 8.01(c)(i) or 8.01(c)(iii) hereof, Unified shall be entitled to receive, and Blue River shall pay to Unified within ten (10) days following written demand by Unified, as liquidated damages and in lieu of any liabilities otherwise due Unified, in immediately available funds, an amount equal to Three Hundred Seventy-Five Thousand Dollars ($375,000.00) (the "Unified Break-up Fee"). If the Unified Break-up Fee is not paid as provided, then Unified shall be entitled to recover interest at the highest prime rate set forth in The Wall Street Journal (Midwest Edition) under the section entitled "Money Rates" on the unpaid amount of the Unified Break-up Fee from the time the Unified Break-up Fee is due until paid-in-full, together with all costs of collection thereof, including reasonable attorneys' fees and expenses. Unified and Blue River hereby acknowledge and agree that the Unified Break-up Fee shall compensate Unified for (i) expenses incurred for attorneys, accountants, and consultants of Unified with respect to the Transaction, (ii) Unified's management time and expense in investigating, analyzing, developing and pursuing the Transaction, and (iii) expenses relating to Unified's due diligence efforts. Blue River further acknowledges and agrees that the amount of the Unified Break-up Fee is fair, reasonable and not a penalty and that its obligation to pay the Unified Break-up Fee shall survive any termination of this Agreement.
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Related to Unified Break-up Fee

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