Common use of Break Fee Clause in Contracts

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Aon of its decision not to proceed with the Amalgamation and the Amalgamation subsequently lapses or is not made or is withdrawn; 11.1.2 the Amalgamation subsequently lapses or is withdrawn or is not made and before this time a Superior Proposal is announced, and (although ▇▇▇▇▇▇▇▇ has not withdrawn its recommendation of the Amalgamation) that Superior Proposal subsequently becomes effective, becomes or is declared unconditional in all respects or is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 purposes and Aon (or the representative member of any group of which Aon is treated as a member for VAT

Break Fee. 11.1 ▇▇▇▇▇▇▇▇ 9.1 As an inducement to Bidco to release the Rule 2.5 Announcement, Intec undertakes to pay Aon an amount to Bidco the sum of £2,329,025 (exclusive of VAT, if any) equal to one per cent of the Offer Value (“Break Fee”), by way of compensation compensation, if the Rule 2.5 Announcement is made released and after such announcementannouncement any of the following events occur: 11.1.1 (a) the Intec Directors (or any committee thereof) fail to recommend or withdraw, qualify or adversely modify modify, for whatever reason reason, the terms of their recommendation of the Amalgamation Acquisition and/or their publicly stated intention to make such recommendation and/or recommend a Competing Proposal; or (b) a Competing Proposal is announced (whether or not on a pre-conditional basis and whether pursuant to Rule 2.4 of the City Code, Rule 2.5 of the City Code or otherwise) before the Acquisition has lapsed or (with the consent of the Panel) has been withdrawn, and that Competing Proposal or any other than Competing Proposal that is announced (whether or not on a pre-conditional basis and whether pursuant to Rule 2.4 of the City Code, Rule 2.5 of the City Code or otherwise) during the same offer period (as a result of a breach of this Agreement by Aon which such term is material defined in the context of City Code) as 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 first Competing Proposal subsequently becomes effective, becomes or is declared unconditional in all respects or is otherwise completed; or 11.1.3 (c) if 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 Acquisition is proceeding 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 way of the ability Scheme, the Court Meeting and/or the General Meeting is adjourned without the prior written consent 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 Bidco (unless such adjournment is a material impact on the Wider ▇▇▇▇▇▇▇▇ GroupPermitted Adjournment). 11.2 ▇▇▇▇▇▇▇▇ 9.2 If the Break Fee becomes payable pursuant to clause 9.1, Intec shall pay the Break Fee by not later than 5 five Business Days after receipt the earlier of: (i) the date on which the relevant Competing Proposal becomes effective, becomes or is declared unconditional in all respects or is otherwise completed; or (ii) the time at which Bidco’s original offer lapses or is withdrawn or (if Bidco’s offer is implemented by way of a demand by Aon following an event rendering scheme of arrangement) where the Break Fee payable pursuant to paragraph 11.1Scheme is adjourned sine die. 11.3 9.3 All sums payable under this paragraph 11 clause 9 shall be paid in the form of an electronic funds transfer for same day value to such bank account as may be notified by Aon Bidco in writing to ▇▇▇▇▇▇▇▇ Intec 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 9.4 The parties consider anticipate, and shall use all reasonable endeavours to secure, that the Break Fee is outside not treated for VAT purposes as consideration for a taxable supply. If, however, the scope of VAT. However, in the event that Break Fee is determined by HM Revenue & Customs determines that the Break Fee constitutes to be in whole or in part the consideration for a taxable supply for VAT purposes and Aon in respect of which Bidco (or the representative member of any the group of which Aon Bidco is treated a member) is liable to account for VAT then, to the extent that such VAT is recoverable by Intec (or the representative member of the group of which Intec is a member) by repayment or credit, the amount of the Break Fee shall be increased to take account of such recoverable VAT, such that (i) the Break Fee (inclusive of any amount of VAT); less (ii) any amount of VAT in respect of which Intec (or such representative member) is entitled to credit or repayment, shall be equal to the amount that the Break Fee would have been in the absence of any such VAT. For the avoidance of doubt, if and to the extent that such VAT is irrecoverable by Intec (or such representative member) then no additional amount shall be paid in respect of such VAT and the Break Fee shall be VAT inclusive. 9.5 Such adjusting payment as may be required by Intec to give effect to clause 9.4 above shall be made five Business Days after the date on which the determination by HM Revenue & Customs has been communicated by Bidco to Intec (together with such evidence of it as is reasonable in the circumstances to provide, and together with the provision of a member for VATvalid VAT invoice) or, if later, five Business Days after the VAT is recovered. 9.6 Nothing in this Agreement shall oblige Intec to pay to Bidco any amount (whether in the form of the Break Fee or in damages in respect of any breach of any provision of this Agreement) that the Panel would not permit it to pay pursuant to Rule 21.2 of the City Code or which would otherwise be unlawful.

Break Fee. 11.1 ▇▇▇▇▇▇▇▇ undertakes (a) If: (i) Domtar shall terminate this Agreement pursuant to pay Aon Section 8.01(d)(ii), unless at the time of such termination, an amount event has occurred and is continuing that has a Newco Material Adverse Effect; (exclusive ii) Weyerhaeuser shall terminate this Agreement pursuant to Section 8.01(c)(ii), unless at the time of VATsuch failure to recommend, if anywithdrawal or adverse modification or change, or recommendation of an Acquisition Proposal, an event has occurred and is continuing that has a Newco Material Adverse Effect; or (iii) equal either Domtar or Weyerhaeuser shall terminate this Agreement pursuant to one per cent Section 8.01(b)(i) or 8.01(b)(ii) in circumstances where Domtar Shareholder Approval has not been obtained at the Domtar Meeting, and (x)(A) in the case of a termination of this Agreement pursuant to Section 8.01(b)(i), a bona fide Acquisition Proposal has been made by any person other than a Weyerhaeuser Party prior to the Domtar Meeting and not withdrawn more than five days prior to the vote of the Offer Value Domtar Shareholders, or (B) in the case of a termination of this Agreement pursuant to Section 8.01(b)(ii), a bona fide Acquisition Proposal has been made by any Person other than a Weyerhaeuser Party that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Domtar Meeting and that is not withdrawn more than five days prior to the vote of the Domtar Shareholders, and (y) Domtar enters into an agreement with respect to any Acquisition Proposal, or any Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, unless at the time of the Domtar Meeting an event has occurred and is continuing that has a Newco Material Adverse Effect; then in any such case Domtar shall pay to Weyerhaeuser $62,000,000 (the “Break Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (A) in the case of a termination specified in clause (i), prior to the termination of this Agreement, (B) in the case of a termination specified in clause (ii), within five Business Days after written notice of termination by way Weyerhaeuser, or (C) in the case of compensation if a termination specified in clause (iii), at or prior to 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 earlier of the Amalgamation (other than as a result entering into of a breach the agreement and the consummation of this Agreement by Aon which is material the transaction referred to therein; provided, however, that in the context of event that Domtar has reimbursed Weyerhaeuser for its out-of-pocket expenses pursuant to Section 6.21(b) prior to 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 date on 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 is payable, then the amount of a demand by Aon following an event rendering the Break Fee payable shall be reduced by the amount of expenses actually reimbursed by Domtar pursuant to paragraph 11.1Section 6.21(b). Domtar shall not be obligated to make more than one payment pursuant to this Section 6.21(a). 11.3 All sums payable under (b) Domtar shall reimburse Weyerhaeuser for all its out-of-pocket expenses actually incurred in connection with this paragraph 11 shall be paid Agreement and the Transactions, subject to a maximum of $10,000,000, if this Agreement is terminated in the form circumstances specified in clause (iii) 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 lawSection 6.21(a) and without regard to any lien, right of set-off, counterclaim or otherwise. 11.4 The parties consider that the Break Fee is outside not payable upon the scope date of VATsuch termination. 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 purposes and Aon (or the representative member of any group of which Aon is treated as a member for VATSuch reimbursement shall be paid on demand following such termination.

Break Fee. 11.1 ▇▇▇▇▇▇▇▇ undertakes (a) If: (i) Domtar shall terminate this Agreement pursuant to pay Aon Section 8.01(d)(ii), unless at the time of such termination, an amount event has occurred and is continuing that has a Newco Material Adverse Effect; (exclusive ii) Weyerhaeuser shall terminate this Agreement pursuant to Section 8.01(c)(ii), unless at the time of VATsuch failure to recommend, if anywithdrawal or adverse modification or change, or recommendation of an Acquisition Proposal, an event has occurred and is continuing that has a Newco Material Adverse Effect; or (iii) equal either Domtar or Weyerhaeuser shall terminate this Agreement pursuant to one per cent Section 8.01(b)(i) or 8.01(b)(ii) in circumstances where Domtar Shareholder Approval has not been obtained at the Domtar Meeting, and (x)(A) in the case of a termination of this Agreement pursuant to Section 8.01(b)(i), a bona fide Acquisition Proposal has been made by any person other than a Weyerhaeuser Party prior to the Domtar Meeting and not withdrawn more than five days prior to the vote of the Offer Value Domtar Shareholders and holders of Domtar Options, or (B) in the case of a termination of this Agreement pursuant to Section 8.01(b)(ii), a bona fide Acquisition Proposal has been made by any Person other than a Weyerhaeuser Party that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Domtar Meeting and that is not withdrawn more than five days prior to the vote of the Domtar Shareholders and holders of Domtar Options, and (y) Domtar enters into an agreement with respect to any Acquisition Proposal, or any Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, unless at the time of the Domtar Meeting an event has occurred and is continuing that has a Newco Material Adverse Effect; then in any such case Domtar shall pay to Weyerhaeuser $62,000,000 (the “Break Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (A) in the case of a termination specified in clause (i), prior to the termination of this Agreement, (B) in the case of a termination specified in clause (ii), within five Business Days after written notice of termination by way Weyerhaeuser, or (C) in the case of compensation if a termination specified in clause (iii), at or prior to 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 earlier of the Amalgamation (other than as a result entering into of a breach the agreement and the consummation of this Agreement by Aon which is material the transaction referred to therein; provided, however, that in the context of event that Domtar has reimbursed Weyerhaeuser for its out-of-pocket expenses pursuant to Section 6.21(b) prior to 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 date on 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 is payable, then the amount of a demand by Aon following an event rendering the Break Fee payable shall be reduced by the amount of expenses actually reimbursed by Domtar pursuant to paragraph 11.1Section 6.21(b). Domtar shall not be obligated to make more than one payment pursuant to this Section 6.21(a). 11.3 All sums payable under (b) Domtar shall reimburse Weyerhaeuser for all its out-of-pocket expenses actually incurred in connection with this paragraph 11 shall be paid Agreement, the Original Agreement and the Transactions, subject to a maximum of $10,000,000, if this Agreement is terminated in the form circumstances specified in clause (iii) 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 lawSection 6.21(a) and without regard to any lien, right of set-off, counterclaim or otherwise. 11.4 The parties consider that the Break Fee is outside not payable upon the scope date of VATsuch termination. 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 purposes and Aon (or the representative member of any group of which Aon is treated as a member for VATSuch reimbursement shall be paid on demand following such termination.

Break Fee. 11.1 ▇▇▇▇▇▇▇▇ undertakes to pay Aon an amount (exclusive of VAT, if any) equal to one per cent 20.1 If any of the Offer Value (“following events occur, Chaucer shall pay to Hanover the Break Fee”), by way Fee in accordance with the provisions of compensation if the Announcement is made Clause 20.2 and after such announcement20.3: 11.1.1 20.1.1 the Directors Scheme or the Offer, as the case may be, is withdrawn or lapses and, before that time, an Alternative Proposal is announced which Alternative Proposal subsequently becomes or is declared wholly unconditional, becomes effective or is otherwise completed before or within 12 months of the date on which the Scheme, or the Offer, is withdrawn or lapses; or 20.1.2 whether the Acquisition is being implemented by means of the Scheme or the Offer, the Board of Chaucer do not unanimously and without qualification recommend that Chaucer shareholders vote in favour of the Scheme Resolution and the Chaucer General Meeting Resolutions or accept the Offer, as the case may be, or, having made such a recommendation the Board of Chaucer (or any committee thereofof such Board) at any time withdraw, or adversely modify, or qualify such recommendation or Chaucer or the Chaucer Directors fail to recommend take all appropriate and necessary steps or withdraw, qualify fail to comply in any material respect with its or adversely modify for whatever reason their obligations in accordance with the terms of their recommendation of Timetable and in the Amalgamation (other than as a result of a breach of manner contemplated by this Agreement by Aon which is material in to implement the context of Scheme or the implementation of Offer, as 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 completedcase may be; or 11.1.3 20.1.3 the Amalgamation does Chaucer General Meeting Resolutions required to implement the Scheme and the Acquisition and/or the Scheme Resolution are 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 passed by the Panel by reference to its past determinations of requisite majorities and the ability of offerors to invoke the non-satisfaction of conditions in offers over which the Panel has jurisdiction) it either alone Scheme is subsequently withdrawn, is not implemented or together with other breaches of paragraph 10 has a material impact on the Wider ▇▇▇▇▇▇▇▇ Grouplapses. 11.2 ▇▇▇▇▇▇▇▇ 20.2 Chaucer shall pay the Break Fee by not no later than 5 five (5) Business Days after receipt demand from Hanover which may only be made after the withdrawal, failure to implement or lapse of a demand by Aon following an event rendering the Break Fee payable pursuant to paragraph 11.1. 11.3 Scheme or the Offer, or in the circumstances set out in Clause 20.1.1 after the Alternative Proposal becomes or is declared wholly unconditional, becomes effective or is otherwise completed, as applicable. All sums payable under this paragraph 11 Clause 20 shall be paid in the form of an electronic funds transfer for same day value to such person and such bank account or accounts as may be notified by Aon in writing Hanover to ▇▇▇▇▇▇▇▇ Chaucer and shall be paid in full 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 20.3 The parties consider Parties intend and shall use all reasonable endeavours to secure that the Break Fee is outside not treated for VAT purposes as consideration for a taxable supply. If and to the scope of VAT. However, in the event extent that HM H.M. Revenue & Customs determines determine that the Break Fee constitutes in whole or in part the is consideration for a taxable supply for VAT purposes supply, and Aon that Chaucer (or the representative member of any a VAT group of which Aon Chaucer is treated a member) is chargeable to VAT in respect of such supply, all or part of which is not recoverable by Chaucer (or such representative member, as a member appropriate), then (a) the amount payable by Chaucer to Hanover in respect of the Break Fee shall be reduced so that the amount payable, together with any irrevocable VAT arising in respect of the supply for VATwhich the payment is consideration, is equal to the Break Fee; and (b) to the extent that Chaucer has already paid an amount to Hanover in respect of the Break Fee which exceeds the amount described in sub-clause (a) above, Hanover shall repay to Chaucer such amount as will ensure that the aggregate amount paid by Chaucer by way of Break Fee, together with the irrecoverable VAT mentioned in sub-clause (a) above and less the repayment mentioned in this sub-clause (b), is equal to the Break Fee. 20.4 Nothing in this Agreement shall oblige Chaucer to pay any amount which the Panel determines would not be permitted by Rule 21.2 of the Code.

Break Fee. 11.1 ▇▇▇▇▇▇▇▇ undertakes (a) Subject to clauses 8.3(b) and 8.3(c), the Target must pay Aon an amount (exclusive to the Offeror the Break Fee, without withholding or set off, within five Business Days of VAT, if any) equal to one per cent receiving a written demand from the Offeror for payment of the Break Fee if: (i) during the Offer Value Period and up until and including the Offer Condition Date, any Target Independent Director fails to recommend that Target Shareholders accept the Offer, or publicly changes (“Break Fee”including by attaching qualifications to) or withdraws (including by abstaining) that recommendation; (ii) a Competing Proposal is announced or made before the Offer Condition Date and is publicly recommended, promoted or otherwise endorsed by the Target Board or by any of the Target Directors; (iii) any Target Director who holds Target Shares or who has control over Target Shares (Target Director Target Shares) does not accept the Offer (or procures that any Target Director Target Share is not accepted into the Offer), by way of compensation if other than where the Announcement is made Target receives a Competing Proposal 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 a majority of the Amalgamation Target Board determines that the Competing Proposal constitutes an Unmatched Superior Proposal and, after considering the matter in good faith, recommends that Target Shareholders accept, or vote in favour of, the Competing Proposal; (other than iv) a Competing Proposal is announced or made before the Offer Condition Date and is completed at any time prior to the first anniversary of the date of this agreement and, as a result result, a third party acquires a Relevant Interest and/or economic interest in at least 50% of the Target Shares; (v) the Target breaches a material provision of this agreement (including a breach of this Agreement warranty) and, to the extent that the breach is capable of remedy, that breach is not remedied by Aon which is material in the context Target within five Business Days of it receiving notice from Offeror of the implementation details 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 completedbreach; or 11.1.3 (vi) a Prescribed Occurrence occurs between the Amalgamation does not become effective because ▇▇▇▇▇▇▇▇ does not comply with its obligations under paragraph 3.2 date of this Agreement or Aon terminates this Agreement due to a material breach by ▇▇▇▇▇▇▇▇ of its obligations under paragraph 10. For agreement and the purposes Offer Closing Date. (b) Despite any other term of this sub-paragraph 11.1.3agreement, a breach shall the Target will not be “material” if (applying the principles which would be expected required 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 more than 5 Business Days after receipt once. (c) Despite any other term of a demand by Aon following an event rendering this agreement, the Break Fee will not be payable pursuant to paragraph 11.1. 11.3 All sums payable under this paragraph 11 shall be paid the Offeror if the Offer is completed notwithstanding the occurrence of any event in the form of an electronic funds transfer for same day value to such bank as may be notified by Aon clause 8.3(a) (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 which case the Break Fee is outside Fee, if already paid, must be refunded by 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 purposes and Aon (or the representative member of any group of which Aon is treated as a member for VATOfferor).