Reverse Ticking Fee definition

Reverse Ticking Fee means, if the Closing Date occurs on a date prior to the Target Date, an amount equal to the product of (i) $150,000, multiplied by (ii) the number of days in the period beginning on (and including) the Closing Date and ending on (but excluding) the Target Date; provided that the total amount of the Reverse Ticking Fee shall not exceed $13,500,000 (or $150,000 multiplied by 90 days).