Parent Termination Fee. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f), then within one (1) Business Day after such termination by the Company, Parent shall pay to the Company a fee equal to $65,000,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. (ii) In the event that this Agreement is validly terminated by the Company or Parent pursuant to Section 8.1(b) or Section 8.1(d), and in each case upon the date of such termination pursuant to Section 8.1(b) or Section 8.1(d) (A) all conditions set forth in Section 2.2(a) and Section 2.2(b) (other than (i) those conditions that by their terms or nature are to be satisfied at the Closing and (ii) the conditions set forth in Sections 2.2(a)(ii), 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i), then within one (1) Business Day after such termination by the Company or Parent, Parent shall pay to the Company the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Company. (iii) The parties hereto acknowledge and hereby agree that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not the Parent Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.
Appears in 2 contracts
Sources: Merger Agreement (Rofin Sinar Technologies Inc), Merger Agreement (Coherent Inc)
Parent Termination Fee. (i) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 8.1(f7.1(b)(i) or Section 7.1(b)(ii)(A) and, in each case, at the time of such termination, (i) the conditions set forth in Sections 6.1 and 6.3 (other than (A) the Antitrust Conditions, (B) the delivery of certificates and opinions which (in light of the underlying facts as of the time of such termination and any waiver of the condition set forth in Section 6.3(a) deemed made pursuant to Section 7.1(b)(i)) would be capable of being delivered but are to be delivered on the date of the Closing and (C) other such conditions the failure of which to be satisfied by such date has been principally caused by a material breach by Parent of any representation, warranty or covenant hereunder or the facts or circumstances underlying such breach) have been satisfied or (to the extent permitted by Law) waived (or in the case of termination pursuant to Section 7.1(b)(ii)(A), are reasonably likely to have been satisfied by the Outside Date), and (ii) neither Parent nor the Company has the right to terminate this Agreement pursuant to Section 7.1(b)(ii)(B) (or would have the right to so terminate assuming that the relevant order, decree, ruling or action referenced in Section 7.1(b)(ii)(B) has become final and non-appealable at the time of such termination), then within one (1) Business Day after such termination by the Company, Parent shall (x) pay to the Company a fee equal to $65,000,000 5,000,000 (the “Parent Non-Clearance Termination Fee”) by wire transfer of immediately available same-day funds to an account or accounts designated in writing by on the Company.
(ii) In the event that this Agreement is validly terminated by the Company or Parent pursuant to Section 8.1(b) or Section 8.1(d), and in each case upon first Business Day following the date of such termination pursuant to Section 8.1(b) or Section 8.1(d) (A) all conditions set forth in Section 2.2(a) and Section 2.2(b) (other than (i) those conditions that by their terms or nature are to be satisfied at the Closing and (ii) the conditions set forth in Sections 2.2(a)(ii), 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i), then within one (1) Business Day after such termination by the Company or Parent, Parent shall pay to the Company the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Company.
(iii) The parties hereto acknowledge and hereby agree that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not the Parent Termination Fee may be payable under more than one provision of this Agreement at and (y) use commercially reasonable efforts to cause certain matters to occur on the same or at different times and terms set forth on Section 7.3(b) of the occurrence of different eventsParent Letter.
Appears in 2 contracts
Sources: Merger Agreement (Churchill Downs Inc), Merger Agreement (Youbet Com Inc)
Parent Termination Fee. In the event that:
(i) In This Agreement is terminated by the event that Company or Ultimate Parent pursuant to Section 7.1(b)(i) and (A) as of the date of such termination the condition set forth in Section 6.1(c) shall not have been satisfied, (B) the Company had the right to terminate this Agreement pursuant to Section 7.1(b)(i), and (C) immediately before such termination, the conditions set forth in Section 6.2(a), Section 6.2(b) and Section 6.2(d) would have been satisfied had the Closing taken place as of the date of termination;
(ii) this Agreement is terminated by the Company or Ultimate Parent pursuant to Section 8.1(f7.1(b)(ii) (provided that such final and non-appealable injunction or similar order permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger shall have been issued or entered pursuant to applicable Antitrust Laws) and (A) the Company had the right to terminate this Agreement pursuant to Section 7.1(b)(ii), then within one and (1B) Business Day after immediately before such termination, the conditions set forth in Section 6.2(a), Section 6.2(b) and Section 6.2(d) would have been satisfied had the Closing taken place as of the date of termination;
(iii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(iii);
(iv) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); or
(v) this Agreement is terminated by either the Company or Parent pursuant to Section 7.1(b)(iii) and at the time of such termination by the CompanyCompany would have been entitled to terminate this Agreement pursuant to Section 7.1(d)(ii); then the Parent Entities shall, Parent shall jointly and severally, in any such event under clauses (i) through (iv) of this Section 7.2(c), pay to the Company a termination fee equal to of $65,000,000 400 million in cash (the “Parent Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company.
no later than two (ii2) In the event that this Agreement is validly terminated by the Company or Parent pursuant to Section 8.1(b) or Section 8.1(d), and in each case upon Business Days after the date of such termination pursuant to Section 8.1(b) or Section 8.1(d) (A) all conditions set forth in Section 2.2(a) and Section 2.2(b) (other than (i) those conditions that by their terms or nature are to be satisfied at the Closing and (ii) the conditions set forth in Sections 2.2(a)(ii), 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i), then within one (1) Business Day after such termination by the Company or Parent, Parent shall pay to the Company the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Company.
(iii) The parties hereto acknowledge and hereby agree it being understood that in no event shall the Parent Entities, collectively, be required to pay the Parent Termination Fee on more than one occasion). For the avoidance of doubt, whether or not the Parent Entities have a joint and several obligation to pay the Parent Termination Fee may be payable pursuant to clause (i) above notwithstanding that a Governmental Entity has required that the Parent Entities and/or the Company (or any of their Subsidiaries) take one or more actions to obtain approval under more than one provision the HSR Act that, if taken, would constitute an Antitrust Material Adverse Effect. The Parties have agreed in light of the circumstances existing at the time of execution of this Agreement (including the inability of the Parties to quantify the damages that may be suffered by the Company) this Section 7.2(c) is reasonable, that the Parent Termination Fee represents a good faith, fair estimate of the damages that the Company would suffer in the applicable circumstances and that the Parent Termination Fee shall be payable as liquidated damages (and not as a penalty) without requiring the Company to prove actual damages. Notwithstanding anything to the contrary in this Agreement, in the event that the Parent Entities and/or Merger Sub fail to effect the Closing for any reason or no reason or otherwise breach this Agreement (whether willfully, intentionally, knowingly or otherwise) or fail to perform hereunder (whether willfully, intentionally, knowingly or otherwise), then, except for an order of specific performance as and only to the extent expressly permitted by Section 8.13, the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the same or at different times Company, its Subsidiaries and the occurrence Company Related Parties against the Parent Entities and each of different eventstheir respective former, current or future equity holders, controlling Persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates, Representatives or assignees and any and all former, current or future equity holders, controlling Persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or assignees of any of the foregoing, and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing, (each, a “Parent Related Party,” and collectively, the “Parent Related Parties”) in respect of this Agreement, any Contract or agreement executed in connection herewith (including the Debt Commitment Letters, the Equity Commitment Letter and the Guarantees) and the transactions contemplated hereby and thereby shall be to terminate this Agreement in accordance with this Article VII and collect hereunder or as otherwise provided in the Guarantees, if due, (i) the Parent Termination Fee pursuant to this Section 7.2(c); (ii) any amount due pursuant to Section 7.5, Section 7.6, and clause (ii) of Section 7.2(a); and (iii) any costs, expenses and/or interest payable pursuant to Section 7.2(d), and upon payment of all such amounts, no Parent Related Party shall have any other liability or obligation for any or all losses or damages suffered or incurred by the Company or any other Company Related Party in connection with this Agreement (including the Debt Commitment Letters, the Equity Commitment Letter and the Guarantees) (including the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and neither the Company nor any other Company Related Party shall be entitled to bring or maintain any other claim, action or proceeding against the Parent Entities, Merger Sub or any other Parent Related Party arising out of this Agreement or any of the transactions contemplated hereby or any matters forming the basis for such termination. Notwithstanding anything to the contrary in this Agreement, the Company agrees that the maximum aggregate liability of the Parent Entities, under this Agreement shall be limited to an amount equal to the Parent Termination Fee, plus the applicable amounts referenced in clauses (ii) and (iii) of the prior sentence, and in no circumstances shall the Company seek any money damages in excess of such amount.
Appears in 1 contract
Sources: Merger Agreement (Safeway Inc)
Parent Termination Fee. (i) In the event that this Agreement is terminated by (i) the Company pursuant to Section 8.1(f)8.3(b) (the section relating to material breach by Parent or Merger Sub) and the breach by Parent or Merger Sub giving rise to such termination is the principal cause of the failure of the Merger to be consummated, then within one in such case, unless, prior to such termination, (1A) Parent and Merger Sub deliver written notice at least two (2) Business Day after such termination by Days in advance of the Company, Parent shall pay to Breach End Date informing the Company a fee equal that Parent and Merger Sub would be ready, willing and able to $65,000,000 consummate the Merger in accordance with its terms no later than the Breach End Date and (B) Parent and Merger Sub stood ready, willing and able to consummate the “Parent Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated Merger in writing by accordance with its terms on the Company.
Breach End Date, (ii) In the event that this Agreement is validly terminated by the Company or pursuant to Section 8.3(c) (the section relating to failure to consummate on the Closing Date specified by Section 1.2), (iii) Parent pursuant to Section 8.1(b8.4(b) or (the section relating to material breach by the Company) if (x) a Company Material Adverse Effect has occurred and (y) no termination right would have existed thereunder if each reference to “Company Material Adverse Effect” in this Agreement (other than the references thereto in Section 8.1(d5.1(a)(ii), Section 5.1(f) and in each case upon this Section 8.5(c)) had been replaced with a reference to “Whole Company Material Adverse Effect” or (iv) by Parent or the date of such termination Company pursuant to Section 8.1(b) or Section 8.1(d8.2(a) (Athe section relating to the Termination Date), if (x) all conditions set forth in Section 2.2(aa Company Material Adverse Effect has occurred and (y) and Section 2.2(b) (other than (i) those conditions that by their terms or nature are to be satisfied at the Closing and (ii) time of termination, all of the conditions set forth in Sections 2.2(a)(ii), 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) 7.1 and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) 7.2 would have been satisfied or waived and (Bincluding Section 7.2(a) Parent is but other than other conditions that by their nature cannot entitled to terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i), then within one (1) Business Day after such termination by the Company or Parent, Parent shall pay to the Company the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Company.
(iii) The parties hereto acknowledge and hereby agree that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not the Parent Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.be
Appears in 1 contract
Parent Termination Fee. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f), then within one (1) Business Day after such termination by the Company, Parent shall pay to the Company a fee equal to $65,000,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company.
(ii) In the event that If this Agreement is validly terminated terminated:
(i) by the Company or Parent pursuant to Section 8.1(b) or Section 8.1(d), and in each case upon accordance with Section 7.1(c) and as of the date time of such termination pursuant to Section 8.1(b) or Section 8.1(d) termination, (A) all the conditions set forth in at least one of Section 2.2(a6.1(b) (if such Order, judgment or injunction arises under or as a result of an Antitrust Law) or Section 6.1(c) shall have not been satisfied or waived; (B) a material breach by the Company of this Agreement has not been the proximate cause of such failure of the conditions in Section 6.1(b) or Section 6.1(c) to be satisfied; and (C) all other conditions to the obligations of Parent and Merger Sub to effect the Merger set forth in Section 6.1 and Section 2.2(b6.2 have been satisfied or (to the extent permitted by applicable Law) waived (other than (i) or, in the case of those conditions that by their terms or nature are to be satisfied at or immediately prior to the Closing, such conditions are capable of being satisfied if the Closing and were to occur); or
(ii) by the Company or Parent pursuant to and in accordance with Section 7.1(d), and, as of the time of such termination, (A) a material breach by the Company of this Agreement has not been the proximate cause of such Order specified in Section 7.1(d) and (B) all conditions to the obligations of Parent and Merger Sub to consummate the Merger set forth in Section 6.1 and Section 6.2 (other than the conditions set forth in Sections 2.2(a)(ii)Section 6.1(b) (if such order, 2.2(a)(iiijudgment or injunction arises under or as a result of an Antitrust Law) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust LawsSection 6.1(c)) have been satisfied or (to the extent permitted by applicable Law) waived and (B) Parent is not entitled or, in the case of those conditions that by their nature are to terminate this Agreement pursuant be satisfied at or immediately prior to Section 8.1(h) or Section 8.1(ithe Closing, such conditions are capable of being satisfied if the Closing were to occur), ; then within one (1) Business Day after such termination by the Company or Parent, Parent shall pay to the Company the Parent Termination Fee Fee, by wire transfer of (to an account designated by the Company) in immediately available funds to an account or accounts designated in writing by the Companywithin two (2) Business Days after such termination.
(iii) The parties hereto acknowledge and hereby agree that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not the Parent Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.
Appears in 1 contract
Sources: Merger Agreement (Hibbett Inc)
Parent Termination Fee. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f), then within one (1) Business Day after such termination by the Company, Parent shall pay to the Company a fee equal to $65,000,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company.
(ii) In the event that If this Agreement is validly terminated terminated:
(i) by Parent or the Company or Parent pursuant to Section 8.1(b) (solely to the extent arising from or Section 8.1(d)relating to Antitrust Laws) and, and in each case upon at the date time of such termination pursuant to Section 8.1(b) or Section 8.1(d) termination, (A) all conditions to the obligations of Parent and Merger Sub to consummate the Merger set forth in Section 2.2(a) 7.1 and Section 2.2(b) 7.2 (other than the conditions set forth in Section 7.1(b), Section 7.1(c) (isolely to the extent the failure of such condition arises from or relates to Antitrust Laws) and, if the Company Stockholder Meeting has not yet occurred, Section 7.1(a)) have been satisfied or waived (other than those conditions that by their terms or nature are to be satisfied at the Closing and Closing, each of which is capable of being satisfied at the Closing)and (B) the Company’s action or failure to act (which action or failure to act constitutes a breach by the Company of this Agreement) has not been the primary cause of, or primarily resulted in, such failure of the condition set forth in Section 7.1(b) or Section 7.1(c) to be satisfied; or
(ii) by Parent or the Company pursuant to Section 8.1(c) and, at the time of such termination, (A) the conditions set forth in Sections 2.2(a)(ii), 2.2(a)(iiiat least one of Section 7.1(b) or 2.2(b)(ivSection 7.1(c) (but solely, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), solely to the extent the matter giving rise to the failure of such condition to be satisfied is related arises from or relates to Antitrust Laws)) shall not have been satisfied or waived, (B) all other conditions to the obligations of Parent and Merger Sub to effect the Merger set forth in Section 7.1 and Section 7.2 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing) and (BC) Parent is the Company’s action or failure to act (which action or failure to act constitutes a breach by the Company of this Agreement) has not entitled to terminate this Agreement pursuant to been the primary cause of, or primarily resulted in, such failure of the condition set forth in Section 8.1(h7.1(b) or Section 8.1(i)7.1(c) to be satisfied; then, then within one in either case of clauses (1i) Business Day after such termination by the Company or Parentand (ii) above, Parent shall pay pay, or cause to the Company be paid, the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Company.
(iii) The parties hereto acknowledge and hereby agree that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not the Parent Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.
Appears in 1 contract
Parent Termination Fee. (i) In the event that this Agreement is terminated pursuant to Section 8.1(f), then within one (1) Business Day after such termination by the Company, Parent shall pay to the Company a fee equal to $65,000,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company.
(ii) In the event that this Agreement is validly terminated (i) (A) by the Company or by any Parent pursuant to Party in accordance with Section 8.1(b) or Section 8.1(d8.1(b)(i), and (B) the Company has not breached in each case upon any material respect any of its covenants or other agreements hereunder such that the date of such termination pursuant condition to Section 8.1(b) or Section 8.1(d) (A) all conditions Closing set forth in Section 2.2(a7.1(c) would not be satisfied, and Section 2.2(b(C) all conditions to Closing (other than (ithe condition to Closing set forth in Section 7.1(c) and other than those conditions that by their terms or nature are to be satisfied at the Closing and (ii) the conditions set forth in Sections 2.2(a)(ii), 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)Closing) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to except for the condition set forth in Section 8.1(h) or Section 8.1(i7.1(c), then within one (1ii) Business Day after such termination (A) by the Company or Parentby any Parent Party in accordance with Section 8.1(b)(ii)(x), (B) the Company has not breached in any material respect any of its covenants or other agreements hereunder such that the closing condition set forth in Section 7.1(b)(x) would not be satisfied, and (C) all conditions to Closing (other than the condition to Closing set forth in Section 7.1(b) and other than those that by their terms are to be satisfied at the Closing) have been satisfied or waived or (iii) by the Company in accordance with Section 8.1(c)(i) or Section 8.1(c)(ii), then, subject to Section 8.2(e), Parent shall promptly, but in no event later than two (2) Business Days after the date of such termination, pay or cause to be paid to Tianjin Qisi Technology CO., Ltd. (天津奇思科技有限公司), a Company Subsidiary established in the PRC (“Designated Company the Parent Termination Fee Recipient”), by wire transfer of immediately available funds in RMB to an account one or more accounts of the Designated Company Recipient designated in writing by the Company.
, the Parent Termination Fee. “Parent Termination Fee” means, (iiix) The parties hereto acknowledge in the case of Section 8.2(c)(i) or Section 8.2(c)(ii), an amount equal to RMB641,000,000, and hereby agree that (y) in the case of Section 8.2(c)(iii), an amount equal to RMB2,884,500,000. For the avoidance of doubt, in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not the Parent Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.
Appears in 1 contract
Parent Termination Fee. If (i) In the event that Company terminates this Agreement is terminated pursuant to Section 8.1(f7.1(d)(ii) or Section 7.1(d)(iii), then within one (1ii) Business Day after Parent or the Company terminates this Agreement pursuant to Section 7.1(b)(i) and, at the time of such termination termination, the Company would have been entitled to terminate this Agreement under Section 7.1(d)(ii) or Section 7.1(d)(iii), or (iii) (A) the Company terminates this Agreement pursuant to Section 7.1(b)(i) or Section 7.1(b)(ii) or Parent terminates this Agreement pursuant to Section 7.1(b)(i) or
Section 7.1 (b)(ii) at a time when the Agreement is terminable by the CompanyCompany pursuant to Section 7.1(b)(i) or Section 7.1(b)(ii), respectively, (B) all of the conditions to the Closing set forth in Article VI have been satisfied (or, if any such conditions are by their nature to be satisfied at the Closing, satisfied as if the Closing had occurred on such date of termination) or waived other than the conditions set forth in Section 6.1(b) (solely to the extent that such Legal Restraint arises under the HSR Act or any other Antitrust Law) or Section 6.1(c) and (C) any of the conditions set forth in Section 6.1(b) (solely to the extent that such Legal Restraint arises under the HSR Act or any Antitrust Law) or Section 6.1(c) have not been satisfied or waived, then in each case, Parent shall pay or cause to be paid to the Company a fee equal to of $65,000,000 239,745,343.00 in cash (the “Parent Termination Fee”) ), by wire transfer of immediately available funds to an account or accounts designated in writing by the Company.
, no later than two (ii2) In the event that this Agreement is validly terminated by the Company or Parent pursuant to Section 8.1(b) or Section 8.1(d), and in each case upon Business Days after the date of such termination pursuant to Section 8.1(b) or Section 8.1(d) (A) all conditions set forth in Section 2.2(a) and Section 2.2(b) (other than (i) those conditions that by their terms or nature are to be satisfied at the Closing and (ii) the conditions set forth in Sections 2.2(a)(ii), 2.2(a)(iii) or 2.2(b)(iv) (but solely, in the case of Sections 2.2(a)(iii) and 2.2(b)(iv), to the extent the matter giving rise to the failure of such condition to be satisfied is related to Antitrust Laws)) have been satisfied or waived and (B) Parent is not entitled to terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i), then within one (1) Business Day after such termination by the Company or Parent, Parent shall pay to the Company the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Companytermination.
(iii) The parties hereto acknowledge and hereby agree that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not the Parent Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.
Appears in 1 contract