Common use of Breakup Fee Clause in Contracts

Breakup Fee. (a) If this Agreement is terminated by SSI or STI or VERITAS pursuant to Section 9.1(h) as a result of a VERITAS Stockholder Rejection and prior to such rejection (i) an Alternative Proposal has not been publicly announced or otherwise publicly disclosed and not withdrawn, and (ii) no Change in Board Recommendation has occurred, then VERITAS shall promptly pay SSI and STI (by wire transfer or cashier's check) a nonrefundable fee equal to the actual reasonable legal, accounting and printing expenses incurred by STI, SSI, the Contributing Companies and/or the Contributed Company Group, but not exceeding $5 million, within three (3) business days following the delivery of an itemized list of such expenses by SSI and STI. A-67 69 (b) If this Agreement is terminated by SSI or STI or VERITAS (i) pursuant to Section 9.1(h) as a result of a VERITAS Stockholder Rejection after an Alternative Proposal has been publicly announced or otherwise publicly disclosed and not withdrawn, (ii) pursuant to Sections 9.1(i) or 9.1(j), then VERITAS shall promptly pay to SSI (by wire transfer or cashier's check) a nonrefundable fee equal to $50 million within ten (10) days following delivery of the notice of termination to or by SSI and STI pursuant to Section 9.2. (c) VERITAS acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, none of STI, SSI or NSMG would enter into this Agreement; accordingly, if VERITAS fails to timely pay the amounts due pursuant to this Section 9.4, and, in order to obtain such payment, STI or SSI commences a suit which results in a judgment against VERITAS for the amounts set forth in this Section 9.4 and such judgment is not set aside or reversed, VERITAS shall pay to STI or SSI their reasonable costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 9.4 at the prime rate of CitiBank in effect on the date such payment was required to be made. 10. Survival of Representations 10.1

Breakup Fee. (a) If Except as otherwise set forth in Section 9.2(b) of this Agreement, upon the first to occur of (i) the date any Seller consummates the transactions contemplated by an Acquisition Proposal or (ii) to the extent any Seller neither consummates an Acquisition Proposal nor consummates the transactions contemplated hereby with Purchasers, the date any Seller consummates a "plan" pursuant to the Bankruptcy Code, Sellers, jointly and severally, shall immediately pay (in cash) to Purchasers a breakup fee equal to $651,600 (the "Breakup Fee"); provided, however, that the Breakup Fee shall not be due and payable to Purchasers if this Agreement is terminated (A) by SSI Purchasers and Sellers pursuant to Section 9.1(a), (B) by Purchasers or STI Sellers pursuant to Section 9.1(b), (C) by Sellers pursuant to Section 9.1(c) or VERITAS Section 9.1(j), (D) by Purchasers pursuant to Section 9.1(h), Section 9.1(i) or Section 9.1(d) (provided, however, the Breakup Fee shall be due and payable to Purchasers in the event that Purchasers terminate this Agreement pursuant to Section 9.1(i) or Section 9.1(d) and the Sellers subsequently consummate a sale transaction for all or substantially all of the assets of the Business for an amount equal to or greater than $61,560,000, and, provided, further however, the Breakup Fee shall be due and payable to Purchasers under any circumstance in the event that Purchasers terminate this Agreement pursuant to Section 9.1(d) as a result of a VERITAS Stockholder Rejection and prior the failure or inability of Sellers to such rejection satisfy the condition set forth in Section 8.2(b) hereof due to Sellers' failure or inability to satisfy any of the covenants set forth in Section 7.3 (iother than the covenant contained in Section 7.3(vii)), Section 7.4, Section 7.6, Section 7.9, or Section 7.10 hereof), (E) an Alternative Proposal has not been publicly announced or otherwise publicly disclosed and not withdrawn, and (ii) no Change in Board Recommendation has occurred, then VERITAS shall promptly pay SSI and STI (by wire transfer or cashier's check) a nonrefundable fee equal to the actual reasonable legal, accounting and printing expenses incurred by STI, SSI, the Contributing Companies and/or the Contributed Company Group, but not exceeding $5 million, within three (3) business days following the delivery of an itemized list of such expenses by SSI and STI. A-67 69 (b) If this Agreement is terminated by SSI or STI or VERITAS (i) Purchasers pursuant to Section 9.1(h9.1(g) (provided, however, the Breakup Fee shall be due and payable to Purchasers in the event that Purchasers terminate this Agreement pursuant to Section 9.1(g) and the Sellers subsequently consummate a sale transaction for all or substantially all of the assets of the Business for an amount equal to or greater than $61,560,000), or (F) by Purchasers pursuant to Section 9.1(c) (provided, however, the Breakup Fee shall be due and payable to Purchasers in the event that Purchasers terminate this Agreement pursuant to Section 9.1(c) and the Sellers subsequently consummate a sale transaction for all or substantially all of the assets of the Business for an amount equal to or greater than $61,560,000 and, provided, further however, the Breakup Fee shall be due and payable to Purchasers under any circumstance in the event that Purchasers terminate this Agreement pursuant to Section 9.1(c) as a result of a VERITAS Stockholder Rejection after an Alternative Proposal has been publicly announced the failure or otherwise publicly disclosed and not withdrawn, (ii) pursuant inability of Sellers to Sections 9.1(i) or 9.1(j), then VERITAS shall promptly pay to SSI (by wire transfer or cashier's check) a nonrefundable fee equal to $50 million within ten (10) days following delivery satisfy any of the notice of termination to or by SSI and STI pursuant to Section 9.2. (c) VERITAS acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, none of STI, SSI or NSMG would enter into this Agreement; accordingly, if VERITAS fails to timely pay the amounts due pursuant to this Section 9.4, and, in order to obtain such payment, STI or SSI commences a suit which results in a judgment against VERITAS for the amounts covenants set forth in this Section 9.4 and such judgment is not set aside 7.3 (other than the covenant contained in Section 7.3(vii)), Section 7.4, Section 7.6, Section 7.9, or reversed, VERITAS shall pay to STI or SSI their reasonable costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 9.4 at the prime rate of CitiBank in effect on the date such payment was required to be made. 10. Survival of Representations 10.17.10 hereof).

Breakup Fee. (a) If this Agreement is terminated by SSI or STI or VERITAS pursuant prior to Section 9.1(h) the Closing as a result of a VERITAS Stockholder Rejection and prior the termination events set forth in Section 9.1(a), (c), (e) or (f), all monies deposited by the Purchaser in the Escrow Account together with any interest accrued thereon (net of taxes on such interest required by applicable law to such rejection (ibe withheld by the Escrow Agent) an Alternative Proposal has not been publicly announced or otherwise publicly disclosed and not withdrawn, and (ii) no Change in Board Recommendation has occurred, then VERITAS shall promptly pay SSI and STI (by wire transfer or cashier's check) a nonrefundable fee equal be delivered to the actual reasonable legal, accounting Purchaser pursuant to the terms of the Escrow Agreement in full and printing expenses incurred final satisfaction of rights or remedies that the Purchaser may have arising out of any breach of the terms and conditions of this Agreement by STI, SSI, the Contributing Companies and/or the Contributed Company Group, but not exceeding $5 million, within three (3) business days following the delivery of an itemized list of such expenses by SSI and STISeller. A-67 69 (b) If this Agreement is terminated by SSI or STI or VERITAS (i) pursuant prior to Section 9.1(h) Closing as a result of a VERITAS Stockholder Rejection after an Alternative Proposal has been publicly announced the termination events set forth in Section 9.1(b) or otherwise publicly disclosed Section 9.1(d) (other than each of the conditions in Article VIII that are not within the control of Purchaser and not withdrawnsatisfied through no fault of the Purchaser), (ii) the Breakup Fee shall become payable and the Seller shall be entitled to demand immediate payment of the sum guaranteed under the Second Bid Bond in full and final satisfaction of rights or remedies that the Seller may have arising out of any breach of the terms and conditions of this Agreement by the Purchaser and the balance of all sums in the Escrow 16 <PAGE> Account shall promptly be delivered to the Purchaser pursuant to Sections 9.1(i) or 9.1(j), then VERITAS shall promptly pay to SSI (by wire transfer or cashier's check) a nonrefundable fee equal to $50 million within ten (10) days following delivery the terms of the notice of termination to or by SSI and STI pursuant to Section 9.2Escrow Agreement. (c) VERITAS acknowledges The Seller undertakes to the Purchaser only to demand payment under a Bid Bond in accordance with the terms of that Bid Bond. (d) Immediately upon Closing the agreements contained Seller shall in this Section 9.4 are an integral part writing notify The Hongkong and Shanghai Banking Corporation Limited at 00 Xxxxxxx Xxxx, #00-00 XXXX Xxxxxxxx, Xxxxxxxxx 000000 (marked for the attention of Tan Puay Xxx Xxxxx (015948)/Chua Hwee Lan Jacklyn (4189)) that Closing has occurred. (e) If there is a closing of the transactions contemplated sale of the Sale Shares by this Agreementthe Seller to a purchaser other than the Purchaser, the Seller shall immediately upon such closing in writing notify the Purchaser and thatThe Hongkong and Shanghai Banking Corporation Limited at 00 Xxxxxxx Xxxx, without these agreements#00-00 XXXX Xxxxxxxx, none of STI, SSI or NSMG would enter into this Agreement; accordingly, if VERITAS fails to timely pay the amounts due pursuant to this Section 9.4, and, in order to obtain such payment, STI or SSI commences a suit which results in a judgment against VERITAS Xxxxxxxxx 000000 (marked for the amounts set forth in this Section 9.4 and attention of Tan Puay Xxx Xxxxx (015948)/Chua Hwee Lan Jacklyn (4189)) that such judgment is not set aside or reversed, VERITAS shall pay to STI or SSI their reasonable costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 9.4 at the prime rate of CitiBank in effect on the date such payment was required to be madeclosing has occurred. 10. Survival of Representations 10.19.3