Break Fee Sample Clauses

Break Fee. A break fee (“Break Fee”) shall be payable to the Seller as follows: (a) If, notwithstanding the fulfillment and satisfaction of all the First Payment Deliverables, any one of the Purchasers (the “Defaulting Purchaser”) shall refuse or otherwise fail to pay its share in the First Payment for any reason whatsoever, the Defaulting Purchaser shall pay to the Seller as penalty an amount equal to Fifty One Million Eight Hundred Fifty One Thousand One Hundred Thirteen Pesos (PHP51,851,113.00). To the fullest extent permitted under applicable Laws and regulations, the non-Defaulting Purchaser and the Seller shall, in good faith, discuss, negotiate, and conclude a joint venture agreement or other mutually acceptable commercial arrangement with respect to each of LB Holdco and the LB Holdco Subsidiary. (b) If, notwithstanding the fulfillment and satisfaction of all the First Payment Deliverables, both Purchasers shall each refuse or otherwise fail to pay each of its share in the First Payment for any reason whatsoever, the Purchasers shall pay to the Seller as penalty an aggregate amount equal to One Hundred Three Million Seven Hundred Two Thousand Two Hundred Twenty Six Pesos (PHP103,702,226.00). (c) The Break Fee under this Section 8.2 shall be payable within thirty (30) days from receipt of written demand therefor.

Break Fee. Break Fee means an amount payable by you under clause 23.1

Break Fee. 7.1 By way of compensation for any loss or damage that may, on the occurrence of a Break Fee Trigger Event, be suffered by Atkins, subject to clause 7.3, SNC-Lavalin shall pay, or procure the payment by a member of the SNC-Lavalin Group of, the Break Fee to Atkins if at or prior to the termination of this Agreement: (a) SNC-Lavalin or SNC-Lavalin (GB) invokes (and is permitted by the Panel to invoke) any Regulatory Condition on or prior to the Long Stop Date; or (b) any Regulatory Condition has not been satisfied or waived by SNC-Lavalin or SNC- Lavalin (GB) by 11.59 p.m. on the Long Stop Date; or (c) the Acquisition lapses in accordance with the Rule 12 Lapse Term, (any such event being a Break Fee Trigger Event). 7.2 The parties acknowledge and agree that the Break Fee represents a genuine pre-estimate of the overall loss that Atkins would incur as a result of a Break Fee Trigger Event and, for the avoidance of doubt, payment of the Break Fee would not constitute consideration for the satisfaction of Atkins’ obligations under this Agreement. 7.3 The Break Fee shall not be payable if the Break Fee Trigger Event was caused to a material extent by ▇▇▇▇▇▇’▇ failure to comply with any of its obligations under clause 3.5, or, in the case of a Break Fee Trigger Event within the scope of clause 7.1(c), Atkins’ failure to cooperate with SNC-Lavalin Group in a manner equivalent to its relevant obligations under clause 3.5, provided that, if such failure is capable of remedy, SNC-Lavalin shall have notified Atkins in writing promptly upon becoming aware of any such failure and Atkins shall not have remedied any such failure within 10 Business Days of receipt of such notice. 7.4 If a Break Fee becomes payable under clause 7.1, SNC-Lavalin shall pay or procure the payment of the Break Fee to Atkins no later than ten (10) Business Days after the occurrence of the relevant Break Fee Trigger Event, such payment to be made: (a) in immediately available funds (without any deduction or withholding, except as required by law, and without regard to any lien, right of set-off, counter-claim or otherwise); and (b) to such bank account as may be notified by Atkins to SNC-Lavalin in writing for such purpose. 7.5 The parties intend, and shall use their respective reasonable endeavours to secure that it is accepted for the relevant tax purposes, that the Break Fee should be outside the scope of VAT as a compensation or settlement payment and the parties intend that, and shall use ...

Break Fee. Notwithstanding any other provision of this Agreement relating to the payment of fees, including the payment of brokerage fees, Gulf shall pay to Conoco, within two business days of the first to occur of the following events, $220 million in immediately available funds to an account designated by Conoco: (a) if Conoco shall have terminated this Agreement pursuant to Section 8.2(c)(iii); (b) if: (i) an Acquisition Proposal shall have been made or any person shall have publicly announced an intention to make an Acquisition Proposal before the Expiry Time; and (ii) thereafter, this Agreement shall have been terminated (other than by Gulf pursuant to Section 8.2(b) as a result of the condition in Section 6.2(e) not being satisfied); and (iii) prior to the termination of this Agreement or within six months following termination of this Agreement, any one of the following occurs: (A) an Acquisition Proposal is consummated by Gulf, (B) Gulf's Board of Directors approves or recommends any Acquisition Proposal, or (C) Gulf enters into an agreement providing for an Acquisition Proposal; or (c) IF GULF SHALL HAVE TERMINATED THIS AGREEMENT PURSUANT TO SECTION 8.2(C)(II). GULF'S OBLIGATIONS UNDER THIS SECTION 7.5 SURVIVE TERMINATION OR EXPIRY OF THIS AGREEMENT. FOR GREATER CERTAINTY, IF MORE THAN ONE OF THE FOREGOING EVENTS TRIGGERING THE PAYMENT UNDER THIS SECTION 7.5 OCCURS, THE FEE SHALL ONLY BE PAID ONCE.

Break Fee. 6.1 If: (a) the Seller does not comply with its obligations in paragraph 2.1 of this letter; or (b) the Consultation Completion occurs, and an Acceptance Notice is not received by the Purchaser accompanied by three original signature pages of the Sale and Purchase Agreement duly executed by the Seller and the Guarantor on or prior to 11.59 p.m. on the fifth Business Day after Consultation Completion, then in consideration of the Purchaser committing time and expense to the Transaction, the Seller shall pay to the Purchaser an amount of EUR10,000,000 (the “Break Fee”) in cash to the account nominated by the Purchaser. It is acknowledged that the provisions of this paragraph 6: (i) protect the Purchaser’s legitimate interest in completing the Transaction and are both reasonable and proportionate; and (ii) are an integral part of this Offer, without which the Purchaser would not have made the Offer. 6.2 Payment of the Break Fee to the Purchaser shall not affect or determine the undertakings given by the Seller pursuant to paragraph 5.1 of this letter and the Seller shall continue to comply with the provisions of paragraph 5.1 until expiry of the relevant time period set out therein.

Break Fee. APS does not seek a Break Fee in connection with this engagement.

Break Fee. 23.1 You acknowledge and agree that you have entered into a fixed term agreement with us and if a Break Fee Event occurs prior to the End Date, we may suffer loss. To allow us to recover our genuine pre-estimate of that loss, we may charge you, and you agree to pay, the Break Fee in accordance with this clause 23. 23.2 The Break Fee is an amount equal to all of the Energy Charges we estimate we would have received from you for your Unconsumed Load, less the costs (including our costs of purchasing electricity at our Forward Cost of Electricity, our Cost to Serve and Cost to Carry) we estimate we would have incurred to buy and supply that Unconsumed Load to you for the remaining term of the Agreement, in each case referable to Peak Time, Shoulder Time (where applicable) and Off Peak Time.

Break Fee. 11.1 ▇▇▇▇▇▇▇▇ undertakes to pay Aon an amount (exclusive of VAT, if any) equal to one per cent of the Offer Value (“Break Fee”), by way of compensation if the Announcement is made and after such announcement: 11.1.1 the Directors (or any committee thereof) fail to recommend or withdraw, qualify or adversely modify for whatever reason the terms of their recommendation of the Amalgamation (other than as a result of a breach of this Agreement by Aon which is material in the context of the implementation of the Acquisition) or ▇▇▇▇▇▇▇▇ notifies Aon of its decision not to proceed with the Amalgamation and the Amalgamation subsequently lapses or is not made or is withdrawn; 11.1.2 the Amalgamation subsequently lapses or is withdrawn or is not made and before this time a Superior Proposal is announced, and (although ▇▇▇▇▇▇▇▇ has not withdrawn its recommendation of the Amalgamation) that Superior Proposal subsequently becomes effective, becomes or is declared unconditional in all respects or is otherwise completed; or 11.1.3 the Amalgamation does not become effective because ▇▇▇▇▇▇▇▇ does not comply with its obligations under paragraph 3.2 of this Agreement or Aon terminates this Agreement due to a material breach by ▇▇▇▇▇▇▇▇ of its obligations under paragraph 10. For the purposes of this sub-paragraph 11.1.3, a breach shall be “material” if (applying the principles which would be expected to be adopted by the Panel by reference to its past determinations of the ability of offerors to invoke the non-satisfaction of conditions in offers over which the Panel has jurisdiction) it either alone or together with other breaches of paragraph 10 has a material impact on the Wider ▇▇▇▇▇▇▇▇ Group. 11.2 ▇▇▇▇▇▇▇▇ shall pay the Break Fee by not later than 5 Business Days after receipt of a demand by Aon following an event rendering the Break Fee payable pursuant to paragraph 11.1. 11.3 All sums payable under this paragraph 11 shall be paid in the form of an electronic funds transfer for same day value to such bank as may be notified by Aon in writing to ▇▇▇▇▇▇▇▇ and shall be paid in full free from any deduction or withholding whatsoever (save only as may be required by law) and without regard to any lien, right of set-off, counterclaim or otherwise. 11.4 The parties consider that the Break Fee is outside the scope of VAT. However, in the event that HM Revenue & Customs determines that the Break Fee constitutes in whole or in part the consideration for a taxable supply for VAT p...

Break Fee. AlixPartners does not require a Break Fee in connection with this engagement.