Common use of 3Termination Fee Clause in Contracts

3Termination Fee. (a) If West Suburban terminates this Agreement pursuant to Section 9.1(f) of this Agreement or Buyer terminates this Agreement pursuant to Section 9.1(e), then West Suburban shall pay to Buyer an amount equal to $11,875,000 (the “Termination Fee”) by wire transfer of immediately available funds within five (5) business days of such termination. (b) If (i) after the date of this Agreement, an Acquisition Proposal with respect to West Suburban shall have been communicated to or otherwise made known to the shareholders, senior management, or board of directors of West Suburban, or any Person shall have publicly announced an intention to make an Acquisition Proposal with respect to West Suburban, and such Acquisition Proposal shall not have been withdrawn, (ii) thereafter this Agreement is terminated (A) by either Party pursuant to Section 9.1(c)(iii), (B) by either Party pursuant to Section 9.1(d) (if the Requisite West Suburban Shareholder Approval has not theretofore been obtained), or (C) by Buyer pursuant to Section 9.1(b), and (iii) within twelve (12) months of such termination an Acquisition Transaction is consummated, then West Suburban shall pay to Buyer the Termination Fee by wire transfer of immediately available funds within five (5) business days of the consummation of such Acquisition Transaction. (c) The Parties acknowledge that the agreements contained in this Article 9 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, they would not enter into this Agreement; accordingly, if West Suburban fails to pay promptly any fee payable by it pursuant to this Section 9.3, then West Suburban shall pay to Buyer its reasonable costs and expenses (including reasonable attorneys’ fees) in connection with collecting such Termination Fee, together with interest on the amount of the fee at the prime annual rate of interest (as published in The Wall Street Journal), plus one percent (1%), as the same is in effect from time to time from the date such payment was due under this Agreement until the date of payment.