Common use of Breach by the Company Clause in Contracts

Breach by the Company. The Company acknowledges the difficulty (if not the impossibility) of ascertaining the amount of damages that would be suffered by ICS if (a) the Company terminates this Agreement without cause or (b) ICS terminates this Agreement following a breach by the Company. In such event, as compensation and not as a penalty, the Company must pay ICS an early termination fee (the “ETF”) equal to [*****] ([*****]%) of the aggregate amount of all fees and other sums that, in absence of such termination, would have been paid by the Company to ICS under this Agreement for the remaining months of the Term, with such fees and other sums to be based on [*****] amount paid or owed by the Company to ICS during the [*****] months preceding such termination (or such shorter time as the Agreement has been in effect). The ETF is in addition to any other claims or amounts owed by the Company to ICS under this Agreement, including Fees for Services performed and costs incurred before the effective date of termination and indemnification obligations under this Agreement and the Continuing Guaranty and Indemnification Agreement described in Section 11.

Breach by the Company. The Company acknowledges the difficulty (if not the impossibility) of ascertaining the amount of damages that would be suffered by ICS if (ai) the Company terminates this Agreement without cause or (bii) ICS terminates this Agreement following a breach by the Company. In such event, as compensation and not as a penalty, the Company must pay ICS an early termination fee (the “ETF”) payable to ICS shall be equal to [*****] ([*****]%) of the aggregate amount of all fees and other sums that, in absence of such terminationbreach, would have been paid by the Company to ICS under this Agreement for the remaining months of the Term, with such fees and other sums to be based on [*****] the average monthly amount paid or owed by the Company to ICS during the [*****] months preceding such termination breach (or such shorter time as the Agreement has been in effect). The ETF is in addition to any other claims or amounts owed by the Company to ICS under this Agreement, including Fees for Services performed and costs incurred before prior to the effective date of termination and indemnification obligations under this Agreement and the Continuing Guaranty and Indemnification Agreement described referenced in Section 1113 below (the “Continuing Guaranty”).

Breach by the Company. The Company acknowledges the difficulty (if not the impossibility) of ascertaining the amount of damages that would be suffered by ICS if (ai) the Company terminates this Agreement without cause or (bii) ICS terminates this Agreement following a breach by the Company. In such event, as compensation compensation, as its sole remedy, and not as a penalty, the Company must pay ICS an early termination fee (the “ETF”) payable to ICS shall be equal to [*****] twenty percent ([*****]20%) of the aggregate amount of all fees and other sums that, in absence of such terminationbreach, would have been paid by the Company to ICS under this Agreement for the remaining months of the TermAgreement, [**], with such fees and other sums to be based on [*****] the average monthly amount paid or owed by the Company to ICS during the [*****] six months preceding such termination breach (or such shorter time as the Agreement has been in effect). The ETF is in addition to any other claims or amounts owed by the Company to ICS under this Agreement, including Fees for Services performed and costs incurred before prior to the effective date of termination and indemnification obligations under this Agreement and the Continuing Guaranty and Indemnification Agreement described referenced in Section 1113 below (the “Continuing Guaranty”).