Common use of Payments; Default Clause in Contracts

Payments; Default. The Parties acknowledge and agree that the agreements contained in this Section 10.3 are an integral part of the Offer and the Merger and the transactions contemplated by this Agreement and that without these agreements, the Parties would not enter into this Agreement. Accordingly, if either the Company fails to promptly pay any amount due pursuant to Section 10.3(b) or Parent fails to promptly pay any amount due pursuant to Section 10.3(c) and, in order to obtain such payment, either Parent or the Company, as applicable, commences a Legal Proceeding that results in a judgment against either the Company or Parent for the amount set forth in Section 10.3(b) or Section 10.3(c), as the case may be, or any portion thereof, either the Company or Parent shall pay to Parent or the Company, as the case may be, its reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) in connection with such Legal Proceeding, together with interest on such amount or portion thereof at an annual rate 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 lesser rate that is the maximum permitted by applicable Law (“Default Payments”).

Payments; Default. The Parties acknowledge and agree that the agreements contained in this Section 10.3 8.3 are an integral part of the Offer and the Merger and the transactions contemplated by this Agreement and that without these agreements, the Parties would not enter into this Agreement. Accordingly, if either the Company fails to promptly pay any amount due pursuant to Section 10.3(b8.3(b) or Parent fails to promptly pay any amount amounts due pursuant to Section 10.3(c8.3(c) and, in order to obtain such payment, either Parent Parent, on the one hand, or the Company, as applicableon the other hand, commences a Legal Proceeding that results in a judgment against either the Company for the amount set forth in Section 8.3(b) or any portion thereof or a judgment against Parent for the amount set forth in Section 10.3(b8.3(c) or Section 10.3(c), as the case may be, or any portion thereof, either as applicable, the Company shall pay to Parent or Parent shall pay to Parent or the Company, as the case may be, (i) its reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) in connection with such Legal Proceeding, together with (ii) interest on such amount or portion thereof at an annual rate equal to the prime rate as published set forth in the The Wall Street Journal in effect on the date that such payment or portion thereof was required to be made through until but excluding the date that such payment or portion thereof was actually received, or a lesser rate that is the maximum permitted by applicable Law Law; provided that in no event shall such costs, expenses and interest set forth in (“Default Payments”)i) and (ii) above exceed $20,000,000 in the aggregate.

Payments; Default. The Parties acknowledge and agree that the agreements contained in this Section 10.3 8.3 are an integral part of the Offer Transaction, and the Merger and the transactions contemplated by this Agreement and that that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if either the Company fails to promptly pay any amount due pursuant to Section 10.3(b8.3(b) or Parent fails to promptly pay any amount amounts due pursuant to Section 10.3(c8.3(c) and, in order to obtain such payment, either Parent Parent, on the one hand, or the Company, as applicableon the other hand, commences a Legal Proceeding that results in a judgment against either the Company for the amount due pursuant to Section 8.3(b) or any portion thereof or a judgment against Parent for the amount set forth in due pursuant to Section 10.3(b8.3(c) or Section 10.3(c), as the case may be, or any portion thereof, either as applicable, the Company shall pay to Parent or Parent shall pay to Parent or the Company, as the case may be, its reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) in connection with such Legal Proceeding, together with interest on such amount or portion thereof at an annual rate equal to the prime rate as published in the 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 (“Default Payments”)Law.

Payments; Default. The Parties acknowledge and agree that the agreements contained in this Section 10.3 8.3 are an integral part of the Offer Transactions, and the Merger and the transactions contemplated by this Agreement and that that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if either the Company fails to promptly pay any amount due pursuant to Section 10.3(b8.3(b) or Parent fails to promptly pay any amount amounts due pursuant to Section 10.3(c8.3(c) and, in order to obtain such payment, either Parent Parent, on the one hand, or the Company, as applicableon the other hand, commences a Legal Proceeding that results in a judgment against either the Company for the amount due pursuant to Section 8.3(b) or any portion thereof or a judgment against Parent for the amount set forth in due pursuant to Section 10.3(b8.3(c) or Section 10.3(c), as the case may be, or any portion thereof, either as applicable, the Company shall pay to Parent or Parent shall pay to Parent or the Company, as the case may be, its reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) in connection with such Legal Proceeding, together with interest on such amount or portion thereof at an annual rate equal to the prime rate as published in the 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 (“Default Payments”)Law.

Payments; Default. The Parties acknowledge and agree that the agreements contained in this Section 10.3 8.3 are an integral part of the Offer Merger, and the Merger and the transactions contemplated by this Agreement and that that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if either the Company fails to promptly pay any amount due pursuant to Section 10.3(b8.3(b) or Parent fails to promptly pay any amount amounts due pursuant to Section 10.3(c8.3(c) and, in order to obtain such payment, either Parent Parent, on the one hand, or the Company, as applicableon the other hand, commences a Legal Proceeding that results in a judgment against either the Company for the amount set forth in Section 8.3(b) or any portion thereof or a judgment against Parent for the amount set forth in Section 10.3(b8.3(c) or Section 10.3(c), as the case may be, or any portion thereof, either as applicable, the Company shall pay to Parent or Parent shall pay to Parent or the Company, as the case may be, its reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) in connection with such Legal Proceeding, together with interest on such amount or portion thereof at an annual rate equal to the prime rate as published in the 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 (the amounts referred to in the foregoing, the “Default PaymentsCollection Costs”).

Payments; Default. The Parties acknowledge and agree that the agreements contained in this Section 10.3 8.3 are an integral part of the Offer and the Merger and the transactions contemplated by this Agreement and that without these agreements, the Parties would not enter into this Agreement. Accordingly, if either the Company fails to promptly pay any amount due pursuant to Section 10.3(b8.3(b) or Parent fails to promptly pay any amount due pursuant to Section 10.3(c8.3(c) and, in order to obtain such payment, either Parent Parent, on the one hand, or the Company, as applicableon the other hand, commences a Legal Proceeding that results in a judgment against either the Company for the amount set forth in Section 8.3(b) or any portion thereof or a judgment against Parent for the amount set forth in Section 10.3(b8.3(c) or Section 10.3(c), as the case may be, or any portion thereof, either as applicable, the Company shall pay to Parent or Parent shall pay to Parent or the Company, as the case may be, (i) its reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) incurred in connection with such Legal Proceeding, together with (ii) interest on such amount or portion thereof at an annual rate equal to the prime rate as published in the 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 receivedreceived (but excluding the date of actual payment), or a lesser rate that is the maximum permitted by applicable Law (“Default Payments”)Law; provided, that the liability of either Parent, or the Company, as applicable, under this Section 8.3(e) shall be limited to $3,000,000.

Payments; Default. The Parties acknowledge and agree that the agreements contained in this Section 10.3 8.3 are an integral part of the Offer and the Merger and the transactions contemplated by this Agreement and that without these agreements, the Parties would not enter into this Agreement. Accordingly, if either the Company fails to promptly pay any amount due pursuant to Section 10.3(b8.3(b) or Parent fails to promptly pay any amount amounts due pursuant to Section 10.3(c8.3(c) and, in order to obtain such payment, either Parent Parent, on the one hand, or the Company, as applicableon the other hand, commences a Legal Proceeding that results in a judgment against either the Company for the amount set forth in Section 8.3(b) or any portion thereof or a judgment against Parent for the amount set forth in Section 10.3(b8.3(c) or Section 10.3(c), as the case may be, or any portion thereof, either as applicable, the Company shall pay to Parent or Parent shall pay to Parent or the Company, as the case may be, its reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) in connection with such Legal Proceeding, together with interest on such amount or portion thereof at an the annual rate equal to of 5% plus the prime rate as published in the 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 (“Default Payments”)Law.

Payments; Default. The Parties acknowledge and agree that the agreements contained in this Section 10.3 8.3 are an integral part of the Offer Merger, and the Merger and the transactions contemplated by this Agreement and that that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if either the Company fails to promptly pay any amount due pursuant to Section 10.3(b8.3(b) or Parent fails to promptly pay any amount amounts due pursuant to Section 10.3(c8.3(c) and, in order to obtain such payment, either Parent Parent, on the one hand, or the Company, as applicableon the other hand, commences a Legal Proceeding that results in a judgment against either the Company for the amount set forth in Section 8.3(b) or any portion thereof or a judgment against Parent for the amount set forth in Section 10.3(b8.3(c) or Section 10.3(c), as the case may be, or any portion thereof, either as applicable, the Company shall pay to Parent or Parent shall pay to Parent or the Company, as the case may be, its reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) in connection with such Legal Proceeding, together with interest on such amount or portion thereof at an annual rate equal to the prime rate as published in the 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 (“Default Payments”)Law, in each case up to an aggregate maximum of $5,000,000.