Fee and Expense Reimbursements. (a) The Company agrees to pay EVI a fee in immediately available funds of $60,000,000 (the "Company Termination Fee") promptly upon the termination of the Agreement in the event this Agreement is terminated by the Company pursuant to Section 8.2(b) or by EVI pursuant to Section 8.2(d).
Fee and Expense Reimbursements. (a) The Company agrees to pay Parent a fee in immediately available funds (in recognition of the fees and expenses incurred to date by Parent in connection with the matters contemplated hereby) of $25,000,000 ("TERMINATION FEE") if this Agreement is terminated:
Fee and Expense Reimbursements. (a) The Company agrees to pay TMW a fee in immediately available funds of $3,000,000 (the "Company Termination Fee") promptly upon the termination of the Agreement in the event this Agreement is terminated by the Company pursuant to Section 8.2(b) or by TMW pursuant to Section 8.2(c).
Fee and Expense Reimbursements. (a) If this Agreement is terminated pursuant to Section 7.1(c), 7.1(d), 8.2(f) or 8.2(g), the Company shall pay to Parent a termination fee in immediately available funds of $15 million in cash (the "Termination Fee"). The Company shall pay to Parent the Termination Fee (i) immediately prior to the termination of this Agreement in the event this Agreement is terminated pursuant to Section 7.1(c) or 8.2(f) or (ii) promptly upon termination of this Agreement in the event this Agreement is terminated pursuant to Section 7.1(d) or 8.2(g).
Fee and Expense Reimbursements. (a) The Company agrees to pay Parent a fee in immediately available funds of $15,000,000 (the "Termination Fee") promptly upon the termination of the Agreement in the event this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c). The Termination Fee shall be payable promptly upon termination of this Agreement in the event of a termination pursuant to Section 7.1(c).
Fee and Expense Reimbursements. (a) The Company shall pay Parent a fee in immediately available funds of $11.5 million (the “Company Termination Fee”) prior to or simultaneously with:
Fee and Expense Reimbursements. (a) The Company agrees to pay Parent a fee in immediately available funds of $2,000,000 (the "Termination Fee") promptly upon the termination of the Agreement in the event this Agreement is terminated by Parent or the Company as permitted by Section 8.2. Further, in the event the stockholders of the Company do not approve the Merger and this Agreement is terminated, the Company agrees to pay to Parent the Termination Fee if, after the date hereof and before the termination of this Agreement or within six months following the date of termination of this Agreement, a takeover proposal shall have been made; provided that such takeover is ultimately consummated. The Termination Fee shall be payable promptly upon termination of this Agreement if the foregoing events shall have occurred prior to termination. Otherwise, the Termination Fee shall be payable promptly upon the consummation of such takeover following termination of this Agreement.
Fee and Expense Reimbursements. (a) Weatherford agrees to pay Enterra a fee in immediately available funds of $20,000,000 (the "Termination Fee") promptly upon the termination of this Agreement if this Agreement is terminated by Enterra or Weatherford pursuant to Section 8.1(j). Further, Weatherford agrees to pay Enterra the Termination Fee if:
Fee and Expense Reimbursements. In the event this Agreement is terminated pursuant to any of Section 7.1(b)(i), Section 7.1(c)(i), Section 7.1(c)(ii), Section 7.1(c)(iii), Section 7.1(c)(iv), Section 7.1(c)(v), Section 7.1(c)(vi) or Section 7.1(c)(viii) hereof, the Company agrees to pay to EarthLink in immediately available funds Nine Million Dollars ($9,000,000) PLUS reimbursement of all EarthLink Merger transaction expenses (including without limitation all legal, accounting and investment banking fees and expenses) (the "Company Termination Fee"); provided, however, that if EarthLink terminates the Agreement pursuant to Section 7.1(c)(i), and the Company also terminates this Agreement pursuant to Section 7.1(d)(i), EarthLink shall nevertheless be entitled to the Company Termination Fee, provided further, that if the termination is pursuant to Section 7.1(b)(i) above, such fee shall be payable only if within 12 months
Fee and Expense Reimbursements. (a) In the event that (x) any Person shall have made an Acquisition Proposal and thereafter this Agreement is terminated by TAL pursuant to Section 7.1(d)(iii) or (y) the Board of Directors of Taro shall have withdrawn or modified in a manner adverse to EVI or TAL the Recommendation or shall have recommended an Acquisition Proposal to the Taro Common Shareholders and EVI and TAL shall have terminated this Agreement pursuant to Section 7.1(d)(iii), then Taro shall promptly, but in no event later than two days after such termination, pay TAL a fee of $1.0 million (the "Taro Payment") or (z) this Agreement is terminated for any reason other than those set forth in clauses (x) or (y) above or in Section 7.1(c), and if within 12 months thereafter any Acquisition Proposal shall have been consummated, then Taro shall promptly, but in no event later than two days after consummation of any such transaction, pay TAL the Taro Payment. Any amount payable hereunder shall be payable by wire transfer of same day funds. Taro acknowledges that the agreements contained in this Section 7.3(a) are an integral part of the transactions contemplated in this Agreement, and that, without these agreements, EVI and TAL would not enter into this Agreement; accordingly, if Taro fails to promptly pay the amount due pursuant to this Section 7.3(a), and, in order to obtain such payment, EVI or TAL commences a suit that results in a judgment against Taro for the fee set forth in this Section 7.3(a), Taro shall pay to EVI and TAL their costs and expenses (including attorneys' fees) in connection with such suit, together with interest on the amount of the fee at the rate of 12% per annum.
