A termination provision that includes the payment of a reverse break-up fee. This Standard Clause is drafted to limit the damages payable by the buyer to the amount of the reverse break-up fee, regardless of the reason for termination. This buyer-friendly provision further specifies that the seller does not have a right of specific performance to force the buyer to close. It can be used in connection with a private stock purchase, asset purchase, or merger. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.