Common use of Payment of Clause in Contracts

Payment of. the Buyer Termination Fee to Buyer shall (i) be full consideration for the Buyer’s efforts and expenses in connection with the bidding process, this Agreement and the transactions contemplated hereby, including the due diligence efforts of the Buyer and its professionals and advisors and (ii) constitute liquidated and agreed damages in respect of this Agreement and the transactions contemplated by this Agreement, and Seller shall have no further liability to Buyer. Buyer believes that it is impossible to determine accurately the amount of all damages that Buyer would incur by virtue of a breach by Seller of its obligations to proceed with the transactions contemplated by this Agreement, and its sole and exclusive remedy for any such breach shall be to receive payment of the Buyer Termination Fee. Except as provided in this Section 7.4, Buyer shall have no right nor remedy against Seller, at law or in equity, by reason of a breach by Seller of its obligation to proceed with the transactions contemplated by this Agreement.