Breach Termination Fee definition

Breach Termination Fee has the meaning set forth in Section 8.3(c).
Sample 1Sample 2
Breach Termination Fee means an amount in cash equal to $250,000,000.
Sample 1Sample 2

Examples of Breach Termination Fee in a sentence

  • Any Company Expense Reimbursement paid by the Company to the Purchaser shall be creditable against the Company Breach Termination Fee.

  • Notwithstanding anything in this Agreement to the contrary, in no event will GX be entitled to receive both (A) a grant of specific performance of the Company’s obligation to consummate the Closing and (B) the Base Termination Fee or the Intentional Breach Termination Fee.

  • The Seller Termination Fee or the Breach Termination Fee when paid to the receiving party in the manner herein provided shall constitute liquidated damages to the receiving party and the paying party shall have no further liability in respect thereof, except with respect to fraud or willful breach of this Agreement.

  • For the avoidance of doubt, in no event shall the Guarantor be required to pay more than one of the Financing Failure Termination Fee, the Financing Breach Termination Fee and the Breach Amount.

  • Notwithstanding anything herein to the contrary, AES shall in no event be liable or required to pay to CILCORP more than one of (A) the Regulatory Termination Fee, (B) the Financing Termination Fee or (C) the AES Breach Termination Fee.

  • Notwithstanding the foregoing or anything to the contrary in this Agreement, the Company may institute or prosecute an Action to enforce specific performance of the Closing if and only if (i) a Specified Financing Breach Termination Event set forth in clause (y) of the definition thereof has occurred and (ii) the Company has elected not to terminate this Agreement pursuant to the terms of Section 7.1 and not to collect the Financing Breach Termination Fee pursuant to Section 5.3(d).

  • The Limited Guarantee is in full force and effect and a legal, valid and binding obligation of the Guarantor, and no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in a breach of, or a default under, the Limited Guarantee on the part of the Guarantor, and the Limited Guarantee guarantees delivery of the Purchaser Breach Termination Fee and Purchaser Financing Termination Fee, on the terms and subject to the conditions set forth therein.

  • The Vowel Breach Termination Fee shall be paid by Vowel to Consonant in immediately available funds (to an account designated by Consonant) promptly upon termination of this Agreement by Consonant pursuant to Section 7.1(g).

  • The Consonant Breach Termination Fee shall be paid by Consonant to Vowel in immediately available funds (to an account designated by Vowel) promptly upon termination of this Agreement by Vowel pursuant to Section 7.1(e).

  • If a Regulatory Termination Fee is paid by Parent pursuant to Section 7.13, and at the time of such payment and the associated termination of this Agreement in accordance with this Article VII, circumstances do not exist that would entitle the Company or the Sellers to receive the Breach Termination Fee, then the sole remedy of the Company and the Sellers hereunder in respect of such termination is the Regulatory Termination Fee.

Related to Breach Termination Fee

  • Company Termination Fee has the meaning set forth in Section 7.3(a).

  • Termination Fee has the meaning set forth in Section 7.02(a).

  • Parent Termination Fee has the meaning set forth in Section 7.3(b).

  • Reverse Termination Fee has the meaning set forth in Section 7.02(b).

  • Sponsor Termination Fees means the one-time payment under the Sponsor Management Agreement of a termination fee to the Sponsor and its Affiliates in the event of either a Change of Control or the completion of a Qualifying IPO.

  • Termination Fee Event has the meaning ascribed thereto in Section 5.2(a);

  • Early Termination Fee has the meaning set forth in Section 7.2.

  • Event of Termination has the meaning specified in Section 7.01.

  • Potential Termination Event means an event which, with the giving of notice and/or the lapse of time, would constitute a Termination Event.

  • Forbearance Termination Event has the meaning set forth in Section 3(a) hereto.

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • Initial Termination Date has the meaning set forth in Section 8.2(a).

  • Servicer Event of Termination One or more of the events described in Section 7.01.

  • Accretion Termination Date As defined in the Series Supplement.

  • Additional Termination Event has the meaning specified in Section 5(b).

  • Event of Servicer Termination With respect to the Servicing Agreement, a Servicing Default as defined in Section 6.01 of the Servicing Agreement.

  • Automatic Termination shall have the meaning set forth in Section 2.3.2.

  • Commitment Termination Event means (a) the occurrence of any Event of Default described in clauses (a) through (d) of Section 8.1.9, or (b) the occurrence and continuance of any other Event of Default and either (i) the declaration of the Loans to be due and payable pursuant to Section 8.3, or (ii) in the absence of such declaration, the giving of notice to the Borrower by the Administrative Agent, acting at the direction of the Required Lenders, that the Commitments have been terminated.

  • Partial Termination has the meaning set forth in the Section 6.3(a).

  • Servicer Termination Notice Defined in Section 6.15.

  • Escrow Termination Date has the meaning ascribed to such term in Section 9.12.

  • Termination of Services means Participant’s Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.

  • Forbearance Termination Date means the earlier to occur of (i) the closing of a Transaction; (ii) October 31, 2001, or (iii) the date upon which the Forbearance Default occurs.

  • Termination for Cause or "Cause" shall mean termination because of the Executive's personal dishonesty, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, conviction of a felony with respect to the Bank or the Company or any material breach of this Agreement. For purposes of this Section, no act, or the failure to act, on the Executive's part shall be "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interest of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

  • Special Termination Notice means the Notice of Special Termination substantially in the form of Annex VII to this Agreement.