Financing Failure Termination Fee definition

Financing Failure Termination Fee means a cash amount equal to Ten Billion Dollars ($10,000,000,000).
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Financing Failure Termination Fee has the meaning set forth in Section 7.3(a) of this Agreement.
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Financing Failure Termination Fee has the meaning set forth in Section 8.2(a).
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Examples of Financing Failure Termination Fee in a sentence

  • The parties hereto acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee nor shall Parent be required to pay the Reverse Termination Fee or Financing Failure Termination Fee on more than one occasion, whether or not such termination fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.

  • The Financing Failure Termination Fee or the Reverse Termination Fee shall be paid by Parent within two (2) Business Days after demand therefor by the Company following the termination event giving rise to the obligation of the Parent to pay the Financing Failure Termination Fee or the Reverse Termination Fee.

  • Accordingly, if the Buyers fail to pay any amounts due pursuant to this Section 7.3, and, in order to obtain such payment, the Sellers commence an Action that results in a judgment against the Buyers for the payment of the Financing Failure Termination Fee the Buyers shall pay to the Sellers their reasonable costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Action.

  • Each party acknowledges and agrees that in no event shall the Company be required to pay the Company Termination Fee or the Financing Failure Termination Fee on more than one occasion (except, for the avoidance of doubt, as provided in the last sentence of Section 9.3(a)(i)) nor shall Parent be required to pay the Parent Termination Fee on more than one occasion.

  • The Parties acknowledge and agree that in no event shall the Buyers pay the Financing Failure Termination Fee on more than one occasion.

  • The Parties acknowledge that the Financing Failure Termination Fee and the HSR Failure Termination Fee, in the circumstances in which such fee becomes payable, constitutes liquidated damages and is not a penalty.

  • 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).

  • Payment of the Financing Failure Termination Fee shall be the Company’s sole and exclusive remedy against Parent, Acquisition, the Financing Sources and any of their respective former, current and future affiliates, representatives, shareholders, members, managers, partners, successors and assigns (collectively, the “Related Parties”) following a Specified Financing Failure Termination Event.

  • For the avoidance of doubt, in no event shall the Purchaser or Merger Sub 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).

  • Payment of the Financing Failure Termination Fee shall be the Company’s sole and exclusive remedy against the Purchaser, Merger Sub and any of their respective former, current and future Affiliates, representatives, shareholders, members, managers, partners, successors and assigns (collectively, the “Purchaser Related Parties”) or any lender participating in the Debt Financing and its Affiliates following a Specified Financing Failure Termination Event.


More Definitions of Financing Failure Termination Fee

Financing Failure Termination Fee means a cash amount equal to $208,000,000. Notwithstanding anything to the contrary in this Agreement, if the Financing Failure Termination Fee shall become due and payable in accordance with this Section 8.2(d), from and after such termination and payment of the Financing Failure Termination Fee pursuant to and in accordance with this Section 8.2(d)), Acquiror shall have no further liability of any kind for any reason in connection with this Agreement or the termination contemplated hereby other than as provided under this Section 8.2(d) (and any amounts payable under Section 8.2(e)), except in the case of fraud or a willful and intentional breach by Acquiror of this Agreement. Each of the parties hereto acknowledges that the Financing Failure Termination Fee is not a penalty, but rather are liquidated damages in a reasonable amount that will compensate the Company in the circumstances in which such Financing Failure Termination Fee is due and payable and which do not involve fraud or willful and material breach, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision. In no event shall the Company be entitled to the Financing Failure Termination Fee on more than one occasion.
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Related to Financing Failure Termination Fee

  • Termination Fee Event has the meaning ascribed thereto in Section 8.2(2).

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

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

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

  • Reverse Termination Fee shall have the meaning set forth in Section 9.2(b).

  • Forbearance Termination Date means the earlier to occur of (i) the Termination Date and (ii) a Termination Event.

  • Termination Date Disbursement means an amount drawn under a Multi-Series Letter of Credit pursuant to a Certificate of Termination Date Demand.

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

  • Term Loan Termination Date means the earlier to occur of (a) the Term Loan Maturity Date and (b) the acceleration of the Term Loans in accordance with the terms hereof.

  • Scheduled Commitment Termination Date means March 21, 2023March 28, 2022.

  • Accretion Termination Date As defined in the Series Supplement.

  • 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).

  • Extension Fee means the fee payable to the Trustee on each occasion the Manager, upon a Participating Dealer’s request, grants the Participation Dealer an extended settlement in respect of a Creation Application or Redemption Application.

  • Revolving Facility Termination Date means the earlier of (i) August 9, 2018, or (ii) the date that the Commitments have been terminated pursuant to Section 8.02.

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

  • Default Fee means with respect to any amount due and payable by Seller in respect of any Aggregate Unpaids, an amount equal to the greater of (i) $1000 and (ii) interest on any such unpaid Aggregate Unpaids at a rate per annum equal to 2% above the Prime Rate.

  • Commitment Termination Date means the earlier of (a) the Maturity Date and (b) the earlier termination in whole of the Commitments pursuant to Section 2.04 or Article VII.

  • Loan Termination Date means the earliest to occur of the following: (a) November , 2009, (b) the date the Obligations are accelerated pursuant to this Agreement or the Revolving Note and (c) the date the Bank has received (i) notice in writing from the Borrower of the Borrower’s election to terminate this Agreement or the Revolving Note or (ii) indefeasible payment in full of the Obligations.

  • Initiation fee means a fee charged by us to you in order to create a credit facility for you;

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

  • Initial Termination Date has the meaning set forth in Section 9.1(b)(i).

  • Extended Termination Date has the meaning specified in Section 2.16(c).

  • Existing Commitment Termination Date as defined in Section 2.12(a).

  • Availability Termination Date means, as to either Borrower, the earliest of (a) the Maturity Date for such Borrower, (b) the reduction of the Borrower Sublimit of such Borrower to zero pursuant to Section 2.8.3 or termination of the obligation to make Loans to, or issue Letters of Credit for the account of, such Borrower pursuant to Section 8.1 and (c) the date of termination in whole of the Aggregate Commitment and the Commitments pursuant to Section 2.8.3 or Section 8.1.

  • Term Loan Commitment Termination Date means with respect to the Tranche B Term Loans, the date which is the earlier to occur of (x) the date which is seven years after the Third Restatement Date and (y) the first date on which all undrawn Term Loan Commitments have been terminated or reduced to zero pursuant to the terms hereof.

  • Facility Termination Date means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated, (b) all Obligations have been paid in full (other than contingent indemnification obligations), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the L/C Issuer shall have been made).