Break Fees. Break fee payable by GSK to Novartis
Break Fees. The Manager shall be entitled to one-third of the value of any break, termination or other similar fee received by the Company (with such value to be reduced by any third-party costs incurred by or on behalf of the Company or by the Manager on behalf of the Company in the transaction to which the fee relates) in connection with any investment or proposed investment to be made by the Company. Such portion of any break, termination or other similar fee received by the Company shall become due and payable to the Manager upon receipt of such fee by the Company.
Break Fees. Target Break Fee
Break Fees. 16 4.7 Withholding.....................................................................16 4.8 Allocations and Distributions Among Limited Partners............................16 4.9 Minimum Gain Chargeback and Qualified Income Offset.............................17 4.10
Break Fees. 12.1 If this Agreement terminates pursuant to:
Break Fees. 5.1 The Purchaser agrees and undertakes that if the Conditions Precedent in clauses 4.1.17 and/or 4.1.18 are not fulfilled by their respective due dates for fulfilment for any reason whatsoever, then, in addition to any other remedies which the Sellers may have in terms of this Agreement, the Purchaser shall be obliged to pay to the Sellers in the Sellers' Proportions an amount of R50,000,000 ("Sellers' Break Fee"), as well as any Value Added Tax, if applicable, payable in respect of the Sellers' Break Fee.
Break Fees. If the Company terminates this agreement for any reason other than a breach of this agreement, negligence, wilful misconduct, recklessness or fraud committed on the part of the Underwriter, and, within 6 months of such termination, the Company subsequently proposes to undertake a fundraising similar to the Offer, the Company must pay the Underwriter a break fee equal to 50% of the fees that the Underwriter would have received if the underwriting commission and management fee set out in clause 10.1 applied to the funds raised in the subsequent fundraising, unless the Underwriter is offered the right to act as a manager and underwriter on similar terms to the terms under this agreement.
Break Fees. Xxxxx and Yanzhou have agreed that a break fee of A$33.3 million (“Break Fee”) will be payable in the following circumstances:
Break Fees. The entering into of this Agreement, the Combination Agreement and the completion of the transaction will not result in Boomerang paying or becoming obligated to pay any amounts to third parties exceeding $700,000.
Break Fees. In the event the Closing does not occur on or before June 30, 2019 (the “Long Stop Date”) as a result of (i) Seller terminating this Agreement, other than due to the failure of Buyer to satisfy the conditions to closing set forth in Article IX hereof (but excluding the condition set out in Section 9.1(c)), or (ii) the failure of Seller to satisfy the conditions to closing set forth in Article VIII hereof (but excluding the condition set out in Section 8.1(c) with respect to Seller’s shareholders), Seller shall pay the Break Fee to Buyer. In the event the Closing does not occur on or before the Long Stop Date as a result of the failure of Seller to satisfy the condition to closing set forth in Section 8.1(c) with respect to Seller’s shareholders, Seller shall pay a fee to Buyer equal to $194,000. Notwithstanding the foregoing, the Long Stop Date will be automatically extended by the period of time, if any, commencing on the date the preliminary proxy statement with respect to the Asset Purchase is submitted by Seller to the U.S. Securities and Exchange Commission and ending on the date the definitive proxy statement with respect to the Asset Purchase may be properly submitted to the U.S. Securities and Exchange Commission, but only to the extent such period exceeds ten (10) days. In the event the Closing does not occur on or before the Long Stop Date as a result of (i) Buyer terminating this Agreement, other than due to the failure of Seller to satisfy the conditions to closing set forth in Article VIII hereof (but excluding the conditions set out in Section 8.1(c) (with respect to Seller’s shareholders)), or (ii) the failure of Buyer to satisfy the conditions to closing set forth in Article IX hereof (but excluding the conditions set out in Section 9.1(c)), Buyer shall pay the Break Fee to Seller. Each of Buyer and Seller acknowledge and agree that any amounts received in connection with this Section 5.8(g) represent the actual and expected damages of such party that will be incurred if this Agreement is terminated.
