Common use of All Payments Clause in Contracts

All Payments. All payments under Section 7.2 shall be made by wire transfer of immediately available funds to an account designated by the party entitled to receive payment. Each of Parent and the Company acknowledges that the payment covenants provided for in this Section 7.2 are an integral part of this Agreement and constitute liquidated damages and not a penalty, and that, without these covenants, neither party would have entered into this Agreement. In the event that either party is required to pay amounts pursuant to this Section 7.2, such payments shall be the recipient’s exclusive remedy for termination and/or breach of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Enliven Marketing Technologies Corp), Agreement and Plan of Merger (DG FastChannel, Inc)

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All Payments. All payments under Section 7.2 shall be made by wire transfer of immediately available funds to an account designated by the party entitled to receive payment. Each of the Parent and the Company acknowledges that the payment covenants provided for in this Section 7.2 are an integral part of this Agreement and constitute liquidated damages and not a penalty, and that, without these covenants, neither party would have entered into this Agreement. In the event that either party is required to pay amounts pursuant to this Section section 7.2, such payments (made in compliance with the terms hereof) shall be the recipient’s 's exclusive remedy for termination and/or breach of this Agreement.. Section 7.3

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digital Generation Systems Inc)

All Payments. All payments under this Section 7.2 shall be made by wire transfer of immediately available funds to an account designated by the party entitled to receive payment. Each of Target and Parent and the Company acknowledges that the payment covenants provided for in this Section 7.2 are an integral part of this Agreement and constitute liquidated damages and not a penalty, and that, without these covenants, neither party would have entered into this Agreement. In the event that either party is required to pay amounts pursuant to this Section 7.2, such payments (made in compliance with the terms hereof) shall be the recipient’s exclusive remedy for termination and/or or breach of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (TBX Resources Inc)

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All Payments. All payments under Section 7.2 shall be made by wire transfer of immediately available funds to an account designated by the party entitled to receive payment. Each In addition, and without limiting the generality of Parent and Section 5.17, in the Company acknowledges that the payment covenants provided for in this Section 7.2 are an integral part event of termination of this Agreement and constitute liquidated damages and not a penaltyin accordance with this Article 7, there shall be no liability on the part of any of the Debt Financing Sources (and/or any of their respective Affiliates and/or Representatives). This Section 7.2 is intended to be for the benefit of, and that, without these covenants, neither party would have entered into this Agreement. In the event that either party is required to pay amounts pursuant to this Section 7.2, such payments shall be enforceable by, the recipient’s exclusive remedy for termination and/or breach of this AgreementDebt Financing Sources and their respective successors and assigns.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ZAGG Inc)

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