Extension Options Relating to Outside Date. (a) Buyer shall have the option to extend the Initial Outside Date until the First Extension Outside Date by delivering written notice to Seller at any time prior to Seller’s termination of this Agreement pursuant to Section 11.2(b) and paying to Seller $7,800,000 in cash concurrently with delivery of such notice. The foregoing option is referred to in this Agreement as the “First Extension Option,” and such cash payment is referred to herein as the “First Extension Fee.” For the avoidance of doubt, the First Extension Option shall not be deemed exercised until the First Extension Fee is paid by Buyer and received by Seller, and is subject to the potential refund requirement in Section 11.1(d). (b) After Xxxxx has so elected to extend the Initial Outside Date pursuant to the First Extension Option, Buyer shall have an additional option to extend the First Extension Outside Date until the Second Extension Outside Date by delivering written notice to Seller at any time prior to Seller’s termination of this Agreement pursuant to Section 11.2(b) and paying to Seller $3,900,000 in cash
Extension Options Relating to Outside Date. (a) Buyer shall have the option to extend the Initial Outside Date until the First Extension Outside Date by delivering written notice to Seller at any time prior to Seller’s termination of this Agreement pursuant to Section 11.2(b) and paying to Seller $7,800,000 in cash concurrently with delivery of such notice. The foregoing option is referred to in this Agreement as the “First Extension Option,” and such cash payment is referred to herein as the “First Extension Fee.” For the avoidance of doubt, the First Extension Option shall not be deemed exercised until the First Extension Fee is paid by Buyer and received by Seller, and is subject to the potential refund requirement in Section 11.1(d). (b) After Buyer has so elected to extend the Initial Outside Date pursuant to the First Extension Option, Buyer shall have an additional option to extend the First Extension Outside Date until the Second Extension Outside Date by delivering written notice to Seller at any time prior to Seller’s termination of this Agreement pursuant to Section 11.2(b) and paying to Seller $3,900,000 in cash 37 concurrently with delivery of such notice. The foregoing option is referred to in this Agreement as the “Second Extension Option,” and such cash payment is referred to herein as the “Second Extension Fee.” For the avoidance of doubt, the Second Extension Option shall not be deemed exercised until the Second Extension Fee is paid by Xxxxx and received by Seller, and is subject to the refund requirement in Section 11.1(d). (c) Buyer’s payment of the First Extension Fee or the Second Extension Fee, if applicable, shall be made by wire transfer of same-day funds to an account designated by Seller. (d) Seller must promptly refund in full (in cash) to Buyer both the First Extension Fee and the Second Extension Fee if, on the date of a termination of this Agreement, the conditions set forth in Section 7.1(a) have not been satisfied other than those conditions that by their terms are to be satisfied by actions taken at the Closing, each of which would be capable of being satisfied at the Closing if the Closing Date were the date of such termination (such an event, a “Seller Covenant Breach”); provided, however, Seller will only be required to refund Buyer if the conditions set forth in Section 11.1(e) have been satisfied. (e) In order for Buyer to receive a refund as set forth in Section 11.1(d), then, prior to Buyer’s termination of this Agreement, Buyer must provide written notice o...
