Common use of Payments; Default Clause in Contracts

Payments; Default. The Parties acknowledge that the agreements contained in this Section 9.3 are an integral part of this Agreement and the Merger, and that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if the Company fails to promptly pay any amount due pursuant to Section 9.3(b) and, in order to obtain such payment, Parent commences a Legal Proceeding that results in a judgment against the Company for the amount set forth in Section 9.3(b) or any portion thereof, the Company will pay to Parent (or as directed by Parent) its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) in connection with such Legal Proceeding, together with interest on such amount or portion thereof at the annual rate of 5% plus the prime rate as published in The Wall Street Journal in effect on the date that such payment or portion thereof was required to be made through the date that such payment or portion thereof was actually received, or a lesser rate that is the maximum permitted by applicable Law. All payments under this Section 9.3 shall be made by the Company to Parent (or as directed by ▇▇▇▇▇▇) by wire transfer of immediately available funds to an account designated by Parent in writing to the Company.

Payments; Default. The Parties acknowledge that the agreements contained in this Section 9.3 7.3 are an integral part of this Agreement and the Merger, and that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if the Company fails to promptly pay any amount as and when due pursuant to this Section 9.3(b) 7.3 and, in order to obtain such payment, Parent commences a Legal Proceeding that results in a judgment against the Company for the amount applicable payment set forth in this Section 9.3(b) 7.3 or any portion thereof, the Company will pay to Parent (or as directed by Parent) its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by Parent and its Representatives in connection with such Legal Proceeding, together with interest on the amount of such amount payment or portion thereof accruing at the annual rate of 5% plus equal to the prime rate as published in The Wall Street Journal in effect on the date that such payment or portion thereof was required to be made through the date that such payment or portion thereof was actually received, or a such lesser rate that is the maximum permitted by applicable LawLegal Requirements (collectively, the “Enforcement Expenses”). All payments under this Section 9.3 7.3 shall be made by the Company to Parent (or as directed by ▇▇▇▇▇▇) by wire transfer of immediately available funds to an account designated by Parent in writing to the Companyby Parent.

Payments; Default. The Parties acknowledge that the agreements contained in this Section 9.3 are an integral part of this Agreement and the Merger, and that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if the Company fails to promptly pay any amount due pursuant to Section 9.3(b) and, in order to obtain such payment, Parent commences a Legal Proceeding that results in a judgment against the Company for the amount set forth in Section 9.3(b) or any portion thereof, the Company will pay to Parent (or as directed by Parent) its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) in connection with such Legal Proceeding, together with interest on such amount or portion thereof at the annual rate of 5% plus the prime rate as published in The Wall Street Journal in effect on the date that such payment or portion thereof was required to be made through the date that such payment or portion thereof was actually received, or a lesser rate that is the maximum permitted by applicable Law. All payments under this Section 9.3 shall be made by the Company to Parent (or as directed by ▇P▇▇▇▇▇) by wire transfer of immediately available funds to an account designated by Parent in writing to the Company.

Payments; Default. The Parties acknowledge that the agreements contained in this Section 9.3 8.3 are an integral part of this Agreement and the Merger, and that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if the Company fails to promptly pay any amount due pursuant to Section 9.3(b8.3(b) and, in order to obtain such payment, Parent commences a Legal Proceeding that results in a judgment against the Company for the amount set forth in Section 9.3(b8.3(b) or any portion thereof, the Company will pay to Parent (or as directed by Parent) its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) in connection with such Legal Proceeding, together with interest on such amount or portion thereof at the annual rate of 5% plus the prime rate as published in The Wall Street Journal in effect on the date that such payment or portion thereof was required to be made through the date that such payment or portion thereof was actually received, or a lesser rate that is the maximum permitted by applicable Lawlaw. All payments under this Section 9.3 8.3 shall be made by the Company to Parent (or as directed by ▇▇▇▇▇▇) by wire transfer of immediately available funds to an account designated by Parent in writing to the Company.

Payments; Default. The Parties acknowledge that the agreements contained in this Section 9.3 8.3 are an integral part of this Agreement the Offer and the MergerMergers, and that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if the Company fails Parties fail to promptly pay any amount due pursuant to Section 9.3(b8.3(b) and, in order to obtain such payment, any Parent Entity commences a Legal Proceeding that results in a judgment against the Company Parties for the amount set forth in Section 9.3(b8.3(b) or any portion thereof, the Company Parties will pay to any Parent (or as directed by Parent) Entity its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) in connection with such Legal Proceeding, together with interest on such amount or portion thereof at the annual rate of 5% plus the prime rate as published in The Wall Street Journal in effect on the date that such payment or portion thereof was required to be made through the date that such payment or portion thereof was actually received, or a lesser rate that is the maximum permitted by applicable Lawlaw. All payments under this Section 9.3 8.3 shall be made by the Company Parties to the Parent Entities (or as directed by ▇▇▇▇▇▇Parent I) by wire transfer of immediately available funds to an the account designated in Section 8.3(d) of the Parent Disclosure Letter (which account information may be updated by Parent in writing I by written notice to the CompanyCompany Parties from time to time).

Payments; Default. The Parties acknowledge and agree that the agreements contained in this Section 9.3 8.3 are an integral part of this Agreement and the Merger, and that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if the Company fails to promptly pay any amount due pursuant to Section 9.3(b8.3(b) and, in order to obtain such payment, Parent commences a Legal Proceeding that results in a judgment against the Company for the amount set forth in Section 9.3(b8.3(b) or any portion thereof, then the Company will pay or cause to be paid to Parent (or as directed by Parent) its the reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) of Parent in connection with such Legal Proceeding, together with interest on such amount or portion thereof at the an annual rate of 5% plus equal to the prime rate (as published in The Wall Street Journal in effect or other authoritative source on the date that such payment or portion thereof was required to be made made) plus 5% through the date that such payment or portion thereof was actually received, or a lesser rate that is the maximum permitted by applicable Law. All payments under this Section 9.3 Law (collectively, “Enforcement Expenses”); provided, however, that in no event shall be made by the Company to Parent (or as directed by ▇▇▇▇▇▇) by wire transfer of immediately available funds to an account designated by Parent in writing to the CompanyEnforcement Expenses exceed $20,000,000.

Payments; Default. The Parties acknowledge that the agreements contained in this Section 9.3 8.3 are an integral part of this Agreement and the MergerMergers, and that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if the Company fails Parties fail to promptly pay any amount due pursuant to Section 9.3(b8.3(b) and, in order to obtain such payment, any Parent Entity commences a Legal Proceeding that results in a judgment against the Company Parties for the amount set forth in Section 9.3(b8.3(b) or any portion thereof, the Company Parties will pay to any Parent (or as directed by Parent) Entity its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) in connection with such Legal Proceeding, together with interest on such amount or portion thereof at the annual rate of 5% plus the prime rate as published in The Wall Street Journal in effect on the date that such payment or portion thereof was required to be made through the date that such payment or portion thereof was actually received, or a lesser rate that is the maximum permitted by applicable Lawlaw. All payments under this Section 9.3 8.3 shall be made by the Company Parties to the Parent Entities (or as directed by ▇▇▇▇▇▇Parent I) by wire transfer of immediately available funds to an the account designated in Section 8.3(d) of the Parent Disclosure Letter (which account information may be updated by Parent in writing I by written notice to the CompanyCompany Parties from time to time).

Payments; Default. The Parties acknowledge that the agreements contained in this Section 9.3 8.3 are an integral part of this Agreement and the Merger, and that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if the Company fails to promptly pay any amount due pursuant to Section 9.3(b8.3(b) and, in order to obtain such payment, Parent commences a Legal Proceeding that results in a judgment against the Company for the amount set forth in Section 9.3(b8.3(b) or any portion thereof, the Company will pay to Parent (or as directed by Parent) its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) in connection with such Legal Proceeding, together with interest on such amount or portion thereof due pursuant to Section 8.3(b) at the annual rate of 5% plus the prime rate as published in The Wall Street Journal in effect on the date that such payment or portion thereof was required to be made through the date that such payment or portion thereof was actually received, or a lesser rate that is the maximum permitted by applicable Lawlaw. All payments under this Section 9.3 8.3 shall be made by the Company to Parent (or as directed by ▇▇▇▇▇▇Parent) by wire transfer of immediately available funds to an the account designated in Section 8.3(d) of the Parent Disclosure Letter (which account information may be updated by Parent in writing by written notice to the CompanyCompany from time to time).

Payments; Default. The Parties acknowledge that the agreements contained in this Section 9.3 8.3 are an integral part of this Agreement and the MergerTransactions, and that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if the Company fails to promptly pay any amount due pursuant to Section 9.3(b8.3(b) or Section 8.3(c) or Parent fails to promptly pay any amounts due pursuant to Section 8.3(d) and, in order to obtain such payment, Parent Parent, on the one hand, or the Company, on the other hand, commences a Legal Proceeding that results in a judgment against the Company for the amount set forth in due pursuant to Section 9.3(b8.3(b) or Section 8.3(c) or any portion thereof or a judgment against Parent for the amount due pursuant to Section 8.3(d) or any portion thereof, as applicable, the Company will shall pay to Parent (or Parent shall pay to the Company, as directed by Parent) the case may be, its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) in connection with such Legal Proceeding, together with interest on such amount or portion thereof at the annual rate of 5% plus the prime rate as published in The Wall Street Journal in effect on the date that such payment or portion thereof was required to be made through the date that such payment or portion thereof was actually received, or a lesser rate that is the maximum permitted by applicable Law. All payments under this Section 9.3 ; provided, that such amounts shall be made by the Company to Parent (or as directed by ▇▇▇▇▇▇) by wire transfer of immediately available funds to an account designated by Parent in writing to the Companynot exceed collectively $500,000.