Common use of Break Fee Clause in Contracts

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. Notwithstanding (a) If: (i) either Teck or Westshore shall terminate this Agreement pursuant to Section 6.2(d)(iii) or Fording shall terminate this Agreement pursuant to Section 6.2(d)(iv) in circumstances where Teck and Westshore are not in material breach of their obligations under this Agreement; (ii) either Fording, Teck or Westshore shall terminate this Agreement pursuant to Section 6.2(d)(v) and the Board of Directors, within six months following the date of the Fording Meeting, approves or recommends an Acquisition Proposal that was publicly made, publicly announced or otherwise publicly disclosed by any Person other provision than Teck prior to the Fording Meeting but subsequent to the date hereof or such an Acquisition Proposal is actually consummated within six months following the date of the Fording Meeting; or (iii) after OTPP and Sherritt withdraw the SCAI Offer pursuant to Section 2.3(m) of this Agreement, OTPP and/or Sherritt or any of their respective Affiliates makes a new Acquisition Proposal after the date of this Agreement relating on terms substantially similar or superior to those in the payment SCAI Offer as it existed on December 16, 2002 and the Board of feesDirectors, including within six months following the payment date hereof, approves or recommends such Acquisition Proposal or such Acquisition Proposal is actually consummated within six months following the date of brokerage feesthe Fording Meeting, Gulf then in any such case Fording shall pay to Conoco, within two business days of Teck and Westshore together the first to occur of the following events, $220 million Break Fee in immediately available funds to an account designated by Conoco: Teck and Westshore. Such payment shall be due (aA) if Conoco shall have terminated this Agreement pursuant to Section 8.2(c)(iii); (b) if: in the case of a termination specified in clause (i), within one Business Day after written notice of termination by Teck or Westshore or (B) in the case of a termination specified in clause (ii) or (iii) above, one Business Day after the approval, recommendation or consummation of 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 described in Section 6.2(e6.3(a)(ii) not being satisfied); and or (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. Notwithstanding any other provision If this Agreement is terminated: (a) by Purchaser pursuant to Section 8.1(c); (b) by Fording pursuant to Section 8.1(f); (c) by Purchaser pursuant to Section 8.1(d); or (d) by Purchaser pursuant to Section 8.1(b) or Section 8.1(e), but only if: (i) after the date of this Agreement relating and prior to such termination an Acquisition Proposal is made or publicly disclosed; and (ii) within twelve months following the payment date of feessuch termination: (A) Fording or any of the Fording Subsidiaries enters into a contract providing for the implementation of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in subclause (i) above) and such Acquisition Proposal is consummated, including whether or not amended prior to its consummation and whether such consummation is before or after the payment expiry of brokerage feessuch twelve month period, Gulf or (B) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in subclause (i) above) is consummated. For purposes of the foregoing, the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that references to “20% or more” shall be deemed to be references to 50% or more, then, in consideration of the release of Purchaser’s rights under this Agreement, Fording shall pay to ConocoPurchaser, in the case of Section 8.2(b), concurrently with termination of this Agreement, in the case of Section 8.2(a) or (c), within two business days following termination of this Agreement, or in the case of Section 8.2(d) within two business days following the consummation of the first to occur Acquisition Proposal, the amount of the following eventsU.S.$400 million, $220 million in immediately available funds to an account designated by Conoco: Purchaser (a) if Conoco the “Break Fee”). For greater certainty, the Parties agree that Fording shall have terminated this Agreement not be obligated to make more than one payment pursuant to this 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 ONCE8.2.

Break Fee. Notwithstanding (a) If: (i) either Teck or Westshore shall terminate this Agreement pursuant to Section 6.2(d)(iii) or Fording shall terminate this Agreement pursuant to Section 6.2(d)(iv) in circumstances where Teck and Westshore are not in material breach of their obligations under this Agreement; (ii) either Fording, Teck or Westshore shall terminate this Agreement pursuant to Section 6.2(d)(v) and the Board of Directors, within six months following the date of the Fording Meeting, approves or recommends an Acquisition Proposal that was publicly made, publicly announced or otherwise publicly disclosed by any Person other provision than Teck prior to the Fording Meeting but subsequent to the date hereof or such an Acquisition Proposal is actually consummated within six months following the date of the Fording Meeting; or (iii) after OTPP and Sherritt withdraws the SCAI Offer pursuant to Section 2.3(m) of this Agreement, OTPP and/or Sherritt or any of their respective Affiliates makes a new Acquisition Proposal after the date of this Agreement relating on tee ns substantially similar or superior to those in the payment SCAI Offer as it existed on December 16, 2002 and the Board of feesDirectors, including within six months following the payment date hereof, approves or recommends such Acquisition Proposal or such Acquisition Proposal is actually consummated within six months following the date of brokerage feesthe Fording Meeting, Gulf then in any such case Fording shall pay to Conoco, within two business days of Teck and Westshore together the first to occur of the following events, $220 million Break Fee in immediately available funds to an account designated by Conoco: Teck and Westshore. Such payment shall be due (aA) if Conoco shall have terminated this Agreement pursuant to in the case of a termination specified in clause (i), within one Business Day after written notice of termination by Teck or Westshore or (B) in the ease of a termination specified in clause (ii) or (iii) above, one Business Day after the approval, recommendation or consummation of an Acquisition Proposal as described in Section 8.2(c)(iii6.3(a)(ii) or (iii);. (b) if: Break fee means $51 million (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"BREAK FEE"); 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)Fording's obligations under this Section 63 survive termination or expiry of this Agreement. GULF'S OBLIGATIONS UNDER THIS SECTION 7.5 SURVIVE TERMINATION OR EXPIRY OF THIS AGREEMENTFording shall not be obligated to make more than one payment pursuant to this Section 6.3. FOR GREATER CERTAINTYFor 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 ONCEthe Break Fee is payable only in the circumstances set out in this Section 6.3 and the Break Fee is not payable solely because Shareholders do not approve the Arrangement Resolution.

Break Fee. Notwithstanding any other provision of this Agreement relating to In 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 Conocoevent that: (a) if Conoco shall have this Letter Agreement is terminated this Agreement by Klondex pursuant to Section 8.2(c)(iii)subsection 15(e) hereof because Klondex accepts, and enters into an agreement in respect of, a Superior Proposal; (b) if:the directors of Klondex shall have withdrawn or modified in a manner adverse to Paramount their approval or recommendation of the Merger or shall have approved or recommended any Superior Proposal; or (ic) an Acquisition a Competing Proposal shall have been made to Klondex and made known to Klondex Shareholders generally or shall have been made directly to Klondex Shareholders generally or any person shall have publicly announced an intention to make an Acquisition a Competing Proposal before in respect of Klondex and such Competing Proposal or announced intention shall not have been publicly withdrawn prior to the Expiry Time; and meeting of Klondex securityholders called to approve the Merger (ii) the “Klondex Meeting”), thereafter, there is a failure to obtain the approval of the Merger by Klondex securityholders at the Klondex Meeting, and such Competing Proposal or another transaction involving Klondex and the party making the Competing Proposal is completed within 12 months of the Klondex Meeting; Klondex shall, within two (2) business days following such event (which in the case of paragraph 11(c) shall be the day that is two business days after the completion of the transaction in respect of the Competing Proposal), pay to Paramount, in cash, a fee (the “Break-Fee”) equal to US$2,850,000. In event that Paramount, wilfully breaches this Letter Agreement or the Definitive Agreement, in such a manner that to proceed with the Merger would materially adversely affect Klondex, Paramount shall have been terminated pay to Klondex, within two (other than 2) days following such event, a fee equal to US$2,850,000 (the “Reverse Break-Fee”). Any Reverse Break Fee payable to Klondex shall be credited against any damages awarded to Klondex by Gulf pursuant to Section 8.2(b) a court of competent jurisdiction 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 ONCEsuch wilful breach.

Break Fee. Notwithstanding (a) If: (i) either Teck or Westshore shall terminate this Agreement pursuant to Section 6.2(d)(iii) or Fording shall terminate this Agreement pursuant to Section 6.2(d)(iv) in circumstances where Teck and Westshore are not in material breach of their obligations under this Agreement; (ii) either Fording, Teck or Westshore shall terminate this Agreement pursuant to Section 6.2(d)(v) and the Board of Directors, within six months following the date of the Fording Meeting, approves or recommends an Acquisition Proposal that was publicly made, publicly announced or otherwise publicly disclosed by any Person other provision than Teck prior to the Fording Meeting but subsequent to the date hereof or such an Acquisition Proposal is actually consummated within six months following the date of the Fording Meeting; or (iii) after OTPP and Sherritt withdraws the SCAI Offer pursuant to Section 2.3(m) of this Agreement, OTPP and/or Sherritt or any of their respective Affiliates makes a new Acquisition Proposal after the date of this Agreement relating on terms substantially similar or superior to those in the payment SCAI Offer as it existed on December 16, 2002 and the Board of feesDirectors, including within six months following the payment date hereof, approves or recommends such Acquisition Proposal or such Acquisition Proposal is actually consummated within six months following the date of brokerage feesthe Fording Meeting, Gulf then in any such case Fording shall pay to Conoco, within two business days of Teck and Westshore together the first to occur of the following events, $220 million Break Fee in immediately available funds to an account designated by Conoco: Teck and Westshore. Such payment shall be due (aA) if Conoco shall have terminated this Agreement pursuant to in the case of a termination specified in clause (i), within one Business Day after written notice of termination by Teck or Westshore or (B) in the case of a termination specified in clause (ii) or (iii) above, one Business Day after the approval, recommendation or consummation of an Acquisition Proposal as described in Section 8.2(c)(iii6.3(a)(ii) or (iii);. (b) if: Break fee means $51 million (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“Break Fee”); 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)Fording’s obligations under this Section 6.3 survive termination or expiry of this Agreement. GULF'S OBLIGATIONS UNDER THIS SECTION 7.5 SURVIVE TERMINATION OR EXPIRY OF THIS AGREEMENTFording shall not be obligated to make more than one payment pursuant to this Section 6.3. FOR GREATER CERTAINTYFor 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 ONCEthe Break Fee is payable only in the circumstances set out in this Section 6.3 and the Break Fee is not payable solely because Shareholders do not approve the Arrangement Resolution.