Examples of Reverse Breakup Fee in a sentence
For the avoidance of doubt, and to the fullest extent permitted under applicable Law, in no event shall Buyer, Merger Sub or any of the Buyer Related Parties have any liability for Losses under or in respect of this Agreement or the transactions contemplated by this Agreement in excess of an aggregate amount equal to, or other than in respect of, the Reverse Break-up Fee, whether to the Company or to any of the Company Related Parties.
Notwithstanding the forgoing or anything to the contrary herein, if this Agreement is terminated by the Company pursuant to Section 15.1(e), the sole and exclusive remedy of the Company Related Parties hereunder shall be the payment of the Reverse Break-up Fee.
Seller’s retention of the Reverse Breakup Fee shall constitute liquidated damages and not a penalty.
The Reverse Break-up Fee payable pursuant to this Section 9.2(a) shall be paid by wire transfer of same-day funds within three (3) Business days after the demand therefor, which demand may only be made following the occurrence of the termination event giving rise to the payment obligation described in this Section 9.2(a).
Bids must list the cost of the equipment, fall zone material, site work and labor separately.
In addition, if a Party shall fail to pay any Termination Fee, Expense Reimbursement or Reverse Breakup Fee, as the case may be, when due, such Party shall also pay to the Party entitled to such Termination Fee, Expense Reimbursement or Reverse Breakup Fee, as applicable, such non-paying Party’s costs and expenses (including attorneys’ fees) incurred in connection with efforts to collect such Termination Fee, Expense Reimbursement or Reverse Breakup Fee, as the case may be.
No default or failure by Buyer to perform any of its obligations hereunder shall relieve or release Seller of or from any of its obligations under the Debenture including the obligation to pay Buyer the Principal Amount together with all interest accrued thereon up to and including the Maturity Date; provided that, Seller may retain and set off the Reverse Breakup Fee from the payments due as aforesaid.
Let ∆2 = h : w⟨T, W⟩ <: w⟨R, W⟩, the rules of Table 5 derive ∆2 ▶ TESTluw@rw(z).h⟨z⟩.
In addition, if the Company shall fail to pay the Company Termination Fee when due or if MWV shall fail to pay the MWV Termination Fee or Reverse Breakup Fee when due, the Company or MWV, as applicable shall also pay to the other party all of the other party’s costs and expenses (including reasonable attorneys’ fees), as applicable, in connection with efforts to collect such amounts.
The Reverse Breakup Fee, paid in accordance with the terms of this Article 17.2, shall constitute the Parties’ genuine pre-estimate of liquidated damages suffered by Seller in such event and shall not be a penalty.