Closing Failure Fee Sample Clauses
Closing Failure Fee. In the event that:
(i) this Agreement is terminated by the Company pursuant to Section 7.1(d)(i);
(ii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(iii); or
(iii) this Agreement is terminated by either the Company or Parent pursuant to Section 7.1(b)(ii) as a result of Parent failing to take actions contemplated by Section 5.6(e) in reliance on the proviso at the end of Section 5.6(e) permitting Parent and its Affiliates not to take any such actions that, individually or in the aggregate, would reasonably be likely to cause the Debt Financing to be unavailable at the Closing; then, in any such event, Parent shall pay to the Company a fee of $72,825,000 (seventy-two million eight hundred twenty-five thousand dollars) (the “Closing Failure Fee”), it being understood that in no event shall Parent be required to pay the Closing Failure Fee on more than one occasion.
Closing Failure Fee. If on or before October 31, 1999, no Advance occurs and no advance occurs under the RFI ADC Credit Facility or under any receivables, acquisition, development or construction loan the initial advance of which is hereafter made by Lender to Guarantor or to an Affiliate of Guarantor and such event is not the fault of Lender and does not result from failure of Lender, its attorneys, agents and independent contractors to act promptly and in good faith, Borrower shall pay to Lender a fee in the amount of Two Hundred Thousand Dollars ($200,000) plus all legal fees, costs and due diligence expenses incurred by Lender in connection with the Loan and the RFI ADC Credit Facility. This fee shall not be duplicative of the fee required pursuant to Section 6.1(o) of the RFI ADC Credit Facility Agreement, and all amounts paid pursuant to such Section shall reduce the amount remaining payable hereunder.
Closing Failure Fee. In the event that this Agreement is terminated by the Company pursuant to Section 10.1(d)(ii), then Parent shall pay to the Company a termination fee of $45,000,000 (the “Closing Failure Fee”) by wire transfer of immediately available funds in accordance with wire transfer instructions provided by the Company, within three Business Days following such termination.
Closing Failure Fee. In the event that the Closing does not occur on or prior to October 31, 2003 for any reason (other than the failure of Sellers to satisfy, or obtain a waiver of, any of the conditions to the Closing set forth in Section 8.2), Purchaser shall, within ten (10) Business Days, pay to Sellers a fee consisting of the transfer from Purchaser to MyTravel Canada of Two Hundred Fifty Thousand (250,000) restricted shares of common stock of Lifestyle Innovations, Inc. (otcbb: LFSI.OB). The fee described in this Section 8.6 shall not restrict or preclude Sellers from asserting monetary breach of contract claims pursuant to this Agreement; provided, however, that any damages asserted against Purchaser in connection with such claims shall be limited to damages, if any, that remain after deducting therefrom any insurance proceeds with respect thereto. Sellers and MyTravel shall have a duty to take all commercially reasonable actions to mitigate any and all such damages.
Closing Failure Fee. In the event that this Agreement is terminated by the Sellers pursuant to Section 10.01(g), then the Purchaser shall pay to the Sellers a fee of $84,000,000 (the “Closing Failure Fee”), it being understood that in no event shall the Purchaser be required to pay the Closing Failure Fee on more than one occasion. The parties hereto agree that the Closing Failure Fee is a liquidated damage, and not a penalty.
Closing Failure Fee. In the event that the Closing does not occur on or prior to October 31, 2003 for any reason (other than the failure of Sellers to satisfy, or obtain a waiver of, any of the conditions to the Closing set forth in Section 8.2), Purchasers shall, within ten (10) Business Days, have the joint and several obligation to pay to Sellers a fee consisting of the transfer from Purchasers or an Affiliate thereof to MyTravel Canada of Two Hundred Fifty Thousand (250,000) restricted shares of common stock of Lifestyle Innovations, Inc. (otcbb: LFSI.OB). The fee described in this Section 8.6 shall not restrict or preclude Sellers from asserting monetary breach of contract claims pursuant to this Agreement; provided, however, that any damages asserted against Purchasers in connection with such claims shall be limited to damages, if any, that remain after deducting therefrom any insurance proceeds with respect thereto. Sellers and MyTravel shall have a duty to take all commercially reasonable actions to mitigate any and all such damages.