Breach Termination Fee definition

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

  • If, in order to obtain such payment, the Company commences a suit that results in a judgment in favor of the Company for the payment of the Buyer Termination Fee or Breach Termination Fee, as applicable, Buyer shall pay to the Company its documented out-of-pocket costs and expenses (including documented reasonable attorneys’ fees and expenses) incurred in connection with such suit.

  • If Buyer fails to pay the Buyer Termination Fee or Breach Termination Fee, as applicable, when due, interest shall accrue on such amount from the date such payment was required to be paid pursuant to the terms of this Agreement until the date of payment at a rate of 5% per annum.

  • In no event shall Buyer be required to pay (i) both the Buyer Termination Fee and the Breach Termination Fee or (ii) either of the Buyer Termination Fee or the Breach Termination Fee on more than one occasion.

  • 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.

  • In addition, the Company agrees to cause any Action still proceeding to be dismissed with prejudice as of the Closing or at such other time as Parent consummates the Merger or pays the Financing Breach Termination Fee.

  • 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.

  • For the avoidance of doubt, in no event shall Parent or Acquisition be required to pay more than one of the Financing Failure Termination Fee, the Financing Breach Termination Fee or the Breach Amount (as such term is defined in the Limited Guaranty).

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 shall have the meaning specified in Section 9.3(b).

  • Sponsor Termination Fees means the one-time payment under the Sponsor Management Agreement of a termination fee to one or more of the Sponsors and their 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 but for the lapse of time or the giving of notice, or both, 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 shall have the meaning set forth in Section 7.1(b).

  • 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 the earlier of (a) automatically and without notice or further action, the occurrence of any Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) with respect to the Borrower and (b) the occurrence and continuation of any other Event of Default under this Agreement pursuant to which either a Commitment Termination Event has been expressly declared or a declaration of the Loan to be due and payable has been given, in each case pursuant to Section 7.03 (Action if other Event of Default).

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

  • Servicer Termination Notice Defined in Section 6.11.

  • Escrow Termination Date has the meaning set forth in Section 11.7.

  • 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.

  • Event Termination Date See Section 2(e) hereof.

  • Termination for Cause means termination because of: (1) Executive's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses), final cease and desist order or material breach of any provision of this Agreement which results in a material loss to the Institution or the Holding Company, or (2) Executive's conviction of a crime or act involving moral turpitude or a final judgement rendered against Executive based upon actions of Executive which involve moral turpitude. For the purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interests of the Institution or its affiliates. Notwithstanding the foregoing, 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 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, 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. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 8 hereof through the Date of Termination, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Institution, the Holding Company or any subsidiary or affiliate thereof, vest. At the Date of Termination, such stock options and related limited rights and any such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Termination for Cause.

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