ARCO Termination Amount definition
ARCO Termination Amount means $250,000,000 (inclusive of value added tax, if any), plus, if (x) ARCO executes and delivers an agreement with respect to any ARCO Acquisition Proposal (an "ARCO Alternative Agreement") or (y) an ARCO Acquisition Proposal with respect to ARCO is consummated, in any such case, within 12 months from the date of termination, an additional $200,000,000 (inclusive of value added tax, if any) (which additional amount shall be paid promptly by wire transfer in same day funds, and in no event later than two business days after the earliest date on which the event requiring ARCO to pay such additional sum occurs). In the event that the board of directors of ARCO recommends the acceptance by ARCO stockholders of a third-party tender or exchange offer for the ARCO Common Shares, such recommendation shall be treated for purposes of this Section as though an ARCO Alternative Agreement had been executed. ARCO acknowledges that the agreements contained in this Section 5.5.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, BP Amoco would not enter into this Agreement; accordingly, if ARCO fails promptly to pay any amount due pursuant to this Section 5.5.2, and, in order to obtain such payment, BP Amoco commences a suit which results in a judgment against ARCO for the payment set forth in this Section 5.5.2, ARCO shall pay to BP Amoco its costs and expenses (including attorneys' fees) in connection with such suit, together with interest on the ARCO Termination Amount from each date for payment until the date of such payment at the prime rate of Citibank N.A. in effect on the date such payment was required to be made plus 2 percent.