Common use of Parent Termination Fee Clause in Contracts

Parent Termination Fee. (a) If this Agreement is terminated by the Company pursuant to Section 7.1(c)(iii) or if all conditions to Closing set forth in Article VI are satisfied (other than the condition in Section 6.3(e) and conditions that, by their nature, are to be and are capable of being satisfied at Closing), and this Agreement is terminated pursuant to Section 7.1(b)(i) (a “Parent Payment Event”), then Parent shall pay to Company an amount (the “Parent Termination Fee”) equal to $7,500,000; provided that, no Parent Payment Event shall be deemed to have occurred and no Parent Termination Fee shall be payable if the Company shall have breached in any material respect any of its representations, warranties or covenants, provided that, such breach cannot be or has not been cured in all material respects within thirty (30) days after the Parent’s written notice thereof to the Company, or if there shall have been a failure of the conditions set forth in Section 6.3(c). Such payment shall be made as promptly as reasonably practicable (and, in any event, within two (2) business days following the date such payment becomes due and payable) by wire transfer of immediately available funds. (b) The parties agree that (i) the provisions of this Section 7.5 are an integral part of the transactions contemplated by this Agreement and (ii) the amount of, and basis for payment of, the Parent Termination Fee are reasonable and appropriate in all respects. Accordingly, if the Parent fails to pay in a timely manner the Parent Termination Fee, and in order to obtain such payment, the Company makes a claim that results in a judgment for the amounts set forth in Section 7.5(a), the Parent shall pay to the Company its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amount set forth in Section 7.5(a) at the rate announced by Credit Suisse as its prime rate in effect on the date such payment was required to be made hereunder.

Parent Termination Fee. (ai) If (A) all of the conditions set forth in Section 7.1 and Section 7.2 have been satisfied (other than those conditions that by their terms are to be satisfied at the Closing) other than the condition set forth in Section 7.1(b) with respect to a Specified Antitrust Law or the condition set forth in Section 7.1(c), and (B) this Agreement is terminated by either the Company or Parent pursuant to Section 7.1(c)(iii8.1(b) or if all conditions to Closing set forth in Article VI are satisfied (other than the condition in Section 6.3(e) and conditions that, by their nature, are to be and are capable of being satisfied at Closing), and this Agreement is terminated pursuant to Section 7.1(b)(i) (a “Parent Payment Event”8.1(e), then Parent shall pay or cause to be paid to the Company (x) if such termination was by Parent, prior to or substantially concurrently with, and as a condition to, such termination, or (y) if such termination was by the Company, within five (5) Business Days of such termination, an amount in cash equal to $350,000,000 (the “Parent Termination Fee”). (ii) equal In the event any amount is payable pursuant to $7,500,000; provided that, no Parent Payment Event the preceding clause (i) such amount shall be deemed to have occurred and no Parent Termination Fee shall be payable if the Company shall have breached in any material respect any of its representations, warranties or covenants, provided that, such breach cannot be or has not been cured in all material respects within thirty (30) days after the Parent’s written notice thereof to the Company, or if there shall have been a failure of the conditions set forth in Section 6.3(c). Such payment shall be made as promptly as reasonably practicable (and, in any event, within two (2) business days following the date such payment becomes due and payable) paid by wire transfer of immediately available fundsfunds to an account designated in writing by the Company. In no event shall Parent be obligated to pay the Parent Termination Fee on more than one occasion. (biii) The parties agree Parent and Merger Sub each acknowledge that (iA) the provisions of agreements contained in this Section 7.5 8.2 are an integral part of the transactions contemplated by Transactions and that without this Section 8.2 the Company would not have entered into this Agreement and (iiB) the amount of, and basis for payment of, the Parent Termination Fee are is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate the Company in the circumstances in which the Parent Termination Fee is payable for the efforts and appropriate resources expended and opportunities foregone while negotiating this Agreement and in all respectsreliance on this Agreement and on the expectation of the consummation of the Transactions. Accordingly, if the If Parent fails to promptly pay in a timely manner the Parent Termination Fee, and in order any amount due pursuant to obtain such payment, the Company makes a claim that results in a judgment for the amounts set forth in this Section 7.5(a8.2(c), the Parent shall pay to the Company its all reasonable fees, costs and expenses of enforcement (including reasonable attorneys’ fees and expenses) as well as reasonable expenses incurred in connection with such suitany action initiated by the Company), together with interest on the amount set forth in Section 7.5(a) of the Parent Termination Fee at the prime lending rate announced by Credit Suisse as its prime rate published in The Wall Street Journal, in effect on the date such payment was is required to be made hereundermade. Subject to the Company’s rights set forth in Section 9.13(b), the Company’s right to receive payment from Parent of the Parent Termination Fee (under the circumstances in which it is payable) shall be the sole and exclusive remedy of the Company Related Parties against Parent, the Parent Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members or affiliates (collectively, “Parent Related Parties”) for any loss suffered as a result of the failure of the Transactions, including the Merger, to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such amount (if entitled under this Section 8.2(c)), none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, including the Merger (except that Parent and Merger Sub shall remain obligated for, and the Company and its affiliates may be entitled to remedies with respect to, the sections of this Agreement surviving such termination pursuant to Section 8.2(a)). For the avoidance of doubt, while the Company may pursue both a grant of specific performance of the obligation of Parent and Merger Sub to consummate the Merger in accordance with Section 9.13(b) and the payment of the Parent Termination Fee under this Section 8.2(c), under no circumstances shall the Company be permitted or entitled to receive both a grant of such specific performance requiring Parent and Merger Sub to consummate the Merger and to pay the Parent Termination Fee (if entitled under this Section 8.2(c)). In any circumstance where performance by Parent of its obligations under this Agreement would relieve Parent of its obligation to pay the Parent Termination Fee, the Company may, in its sole discretion (i) seek specific performance pursuant to Section 9.13(b), (ii) withdraw any claim for specific performance and require payment of the Parent Termination Fee if entitled to payment of the Parent Termination Fee under this Section 8.2(c) or (iii) if the Company is unable for any reason to obtain specific performance, require payment of the Parent Termination Fee if entitled to payment of the Parent Termination Fee under this Section 8.2(c). For the avoidance of doubt, in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion.

Parent Termination Fee. (a) If this Agreement is terminated by the Company or Parent pursuant to Section 7.1(c)(iii8.1(b) (Outside Date) or if Section 8.1(c) (Legal Impediment), and in either case, at the time of such termination, the condition set forth in Section 7.1(b) (to the extent related to the Competition Laws set forth in Section 3.5(b) of the Company Disclosure Schedule) or Section 7.1(c) shall not be satisfied, but all other conditions to the Closing set forth in Article VI are Section 7.1 and Section 7.2 either have been satisfied (other than the condition in Section 6.3(e) and conditions that, by their nature, are to or would be and are capable of being satisfied at Closingif the Closing Date were the date of such termination) or waived (other than Section 7.1(d), and this Agreement is terminated pursuant to Section 7.1(b)(i7.1(e) (a “Parent Payment Event”or the other conditions that by their nature can only be satisfied on the Closing Date), then Parent shall pay pay, or cause to be paid, to the Company an amount prior to or concurrently with such termination a termination fee equal to $80,000,000 (the “Parent Termination Fee”). (b) equal to $7,500,000; provided that, no Parent Payment Event shall be deemed to have occurred and no Parent Termination Fee shall be payable if the Company shall have breached in any material respect any of its representations, warranties or covenants, provided that, such breach cannot be or has not been cured in all material respects within thirty (30) days after the Parent’s written notice thereof to the Company, or if there shall have been a failure of the conditions set forth in All payments under this Section 6.3(c). Such payment 8.4 shall be made as promptly as reasonably practicable (and, in any event, within two (2) business days following the date such payment becomes due and payable) by wire transfer of immediately available fundsfunds to an account designated in writing by the Company. (bc) The Each of the parties agree that acknowledges and agrees (i) that the provisions of agreements contained in this Section 7.5 8.4 are an integral part of the transactions contemplated by this Agreement and Agreement, (ii) that without these agreements the amount ofparties would not enter into this Agreement, and basis for payment of, (iii) that the Parent Termination Fee are is not a penalty, but rather is liquidated damages in a reasonable and appropriate amount that will compensate Company in all respectsthe circumstances in which such Parent Termination Fee is payable. AccordinglyFor the avoidance of doubt, if in no event shall Parent be required to pay the Parent fails Termination Fee on more than one occasion. (d) Notwithstanding anything to pay the contrary contained herein, in a timely manner the event that the Parent Termination Fee is actually paid to the Company pursuant to this Agreement, such payment of the Parent Termination Fee be the sole and exclusive remedy of the Company and its Subsidiaries against the Parent Parties and their respective Subsidiaries for all losses, damages, costs or expenses in respect of this Agreement (or the termination thereof) or the transactions contemplated by this Agreement, including the Merger (or the failure of such transactions to occur for any reason or for no reason) or any breach of any covenant or agreement or otherwise in respect of this Agreement or any representation (whether oral or written) made or alleged to be made in connection herewith, and, notwithstanding anything to the contrary set forth herein (including Section 8.2), upon payment of the Parent Termination Fee, none of the Parent Parties or any of their respective Subsidiaries shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, including the Merger, and the Company or any of its Subsidiaries shall not seek or be entitled to recover any other damages. (e) If Parent fails to pay the Parent Termination Fee when due, and, in order to obtain such payment, the Company makes commences a claim Proceeding that results in a final unappealable judgment against Parent for the amounts set forth in Section 7.5(a)Parent Termination Fee, the Parent shall pay to the Company, together with the Parent Termination Fee (A) interest on any such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to the Company its reasonable in full) at a rate per annum equal to the Prime Rate and (B) the Company’s costs and expenses (including reasonable attorneys’ fees and expensesfees) in connection with such suit, together with interest on the amount set forth in Section 7.5(a) at the rate announced by Credit Suisse as its prime rate in effect on the date such payment was Proceeding (it being understood and agreed that Parent shall not be required to be made hereunderreimburse the Company for any premium, success fee, contingent fee or other similar fee, commission or payment incurred by the Company in connection with the collection of such overdue amount or the enforcement by the Company of its rights under this Section 8.4).

Parent Termination Fee. (a) If this Agreement is terminated by the Company pursuant to Section 7.1(c)(iii) or if all conditions to Closing set forth in Article VI are satisfied (other than the condition in Section 6.3(e) and conditions that, by their nature, are to be and are capable of being satisfied at Closing), and this Agreement is terminated pursuant to Section 7.1(b)(i) (a “"Parent Payment Event”"), then Parent shall pay to Company an amount (the “"Parent Termination Fee”") equal to $7,500,000; provided that, no Parent Payment Event shall be deemed to have occurred and no Parent Termination Fee shall be payable if the Company shall have breached in any material respect any of its representations, warranties or covenants, provided that, such breach cannot be or has not been cured in all material respects within thirty (30) days after the Parent’s 's written notice thereof to the Company, or if there shall have been a failure of the conditions set forth in Section 6.3(c). Such payment shall be made as promptly as reasonably practicable (and, in any event, within two (2) business days following the date such payment becomes due and payable) by wire transfer of immediately available funds. (b) The parties agree that (i) the provisions of this Section 7.5 are an integral part of the transactions contemplated by this Agreement and (ii) the amount of, and basis for payment of, the Parent Termination Fee are reasonable and appropriate in all respects. Accordingly, if the Parent fails to pay in a timely manner the Parent Termination Fee, and in order to obtain such payment, the Company makes a claim that results in a judgment for the amounts set forth in Section 7.5(a), the Parent shall pay to the Company its reasonable costs and expenses (including reasonable attorneys’ ' fees and expenses) in connection with such suit, together with interest on the amount set forth in Section 7.5(a) at the rate announced by Credit Suisse as its prime rate in effect on the date such payment was required to be made hereunder.

Parent Termination Fee. (a) If this Agreement is terminated by the Company or Parent pursuant to Section 7.1(c)(iii8.1(b) (Outside Date) or if Section 8.1(c) (Legal Impediment), and in either case, at the time of such termination, the condition set forth in Section 7.1(b) (to the extent related to the Competition Laws set forth in Section 3.5(b) of the Company Disclosure Schedule) or Section 7.1(c) shall not be satisfied, but all other conditions to the Closing set forth in Article VI are Section 7.1 and Section 7.2 either have been satisfied (other than the condition in Section 6.3(e) and conditions that, by their nature, are to or would be and are capable of being satisfied at Closingif the Closing Date were the date of such termination) or waived (other than Section 7.1(d), and this Agreement is terminated pursuant to Section 7.1(b)(i7.1(e) (a “Parent Payment Event”or the other conditions that by their nature can only be satisfied on the Closing Date), then Parent shall pay pay, or cause to be paid, to the Company an amount prior to or concurrently with such termination a termination fee equal to $80,000,000 (the “Parent Termination Fee”). (b) equal to $7,500,000; provided that, no Parent Payment Event shall be deemed to have occurred and no Parent Termination Fee shall be payable if the Company shall have breached in any material respect any of its representations, warranties or covenants, provided that, such breach cannot be or has not been cured in all material respects within thirty (30) days after the Parent’s written notice thereof to the Company, or if there shall have been a failure of the conditions set forth in All payments under this Section 6.3(c). Such payment 8.4 shall be made as promptly as reasonably practicable (and, in any event, within two (2) business days following the date such payment becomes due and payable) by wire transfer of immediately available fundsfunds to an account designated in writing by the Company. (bc) The Each of the parties agree that acknowledges and agrees (i) that the provisions of agreements contained in this Section 7.5 8.4 are an integral part of the transactions contemplated by this Agreement and Agreement, (ii) that without these agreements the amount ofparties would not enter into this Agreement, and basis for payment of, (iii) that the Parent Termination Fee are is not a penalty, but rather is liquidated damages in a reasonable and appropriate amount that will compensate Company in all respectsthe circumstances in which such Parent Termination Fee is payable. AccordinglyFor the avoidance of doubt, if in no event shall Parent be required to pay the Parent fails Termination Fee on more than one occasion. 98 (d) Notwithstanding anything to pay the contrary contained herein, in a timely manner the event that the Parent Termination Fee is actually paid to the Company pursuant to this Agreement, such payment of the Parent Termination Fee be the sole and exclusive remedy of the Company and its Subsidiaries against the Parent Parties and their respective Subsidiaries for all losses, damages, costs or expenses in respect of this Agreement (or the termination thereof) or the transactions contemplated by this Agreement, including the Merger (or the failure of such transactions to occur for any reason or for no reason) or any breach of any covenant or agreement or otherwise in respect of this Agreement or any representation (whether oral or written) made or alleged to be made in connection herewith, and, notwithstanding anything to the contrary set forth herein (including Section 8.2), upon payment of the Parent Termination Fee, none of the Parent Parties or any of their respective Subsidiaries shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, including the Merger, and the Company or any of its Subsidiaries shall not seek or be entitled to recover any other damages. (e) If Parent fails to pay the Parent Termination Fee when due, and, in order to obtain such payment, the Company makes commences a claim Proceeding that results in a final unappealable judgment against Parent for the amounts set forth in Section 7.5(a)Parent Termination Fee, the Parent shall pay to the Company, together with the Parent Termination Fee (A) interest on any such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to the Company its reasonable in full) at a rate per annum equal to the Prime Rate and (B) the Company’s costs and expenses (including reasonable attorneys’ fees and expensesfees) in connection with such suit, together with interest on the amount set forth in Section 7.5(a) at the rate announced by Credit Suisse as its prime rate in effect on the date such payment was Proceeding (it being understood and agreed that Parent shall not be required to be made hereunderreimburse the Company for any premium, success fee, contingent fee or other similar fee, commission or payment incurred by the Company in connection with the collection of such overdue amount or the enforcement by the Company of its rights under this Section 8.4).

Parent Termination Fee. (ai) If (A) all of the conditions set forth in Section ‎7.1 and Section ‎7.2 have been satisfied (other than those conditions that by their terms are to be satisfied at the Closing) other than the condition set forth in ‎Section 7.1(b) with respect to a Specified Antitrust Law or the condition set forth in Section 7.1(c), and (B) this Agreement is terminated by either the Company or Parent pursuant to Section 7.1(c)(iii‎8.1(b) or if all conditions to Closing set forth in Article VI are satisfied (other than the condition in Section 6.3(e) and conditions that, by their nature, are to be and are capable of being satisfied at Closing), and this Agreement is terminated pursuant to Section 7.1(b)(i) (a “Parent Payment Event”‎8.1(e), then Parent shall pay or cause to be paid to the Company (x) if such termination was by Parent, prior to or substantially concurrently with, and as a condition to, such termination, or (y) if such termination was by the Company, within five (5) Business Days of such termination, an amount in cash equal to $350,000,000 (the “Parent Termination Fee”). (ii) equal In the event any amount is payable pursuant to $7,500,000; provided that, no Parent Payment Event the preceding clause (i) such amount shall be deemed to have occurred and no Parent Termination Fee shall be payable if the Company shall have breached in any material respect any of its representations, warranties or covenants, provided that, such breach cannot be or has not been cured in all material respects within thirty (30) days after the Parent’s written notice thereof to the Company, or if there shall have been a failure of the conditions set forth in Section 6.3(c). Such payment shall be made as promptly as reasonably practicable (and, in any event, within two (2) business days following the date such payment becomes due and payable) paid by wire transfer of immediately available fundsfunds to an account designated in writing by the Company. In no event shall Parent be obligated to pay the Parent Termination Fee on more than one occasion. (biii) The parties agree Parent and Merger Sub each acknowledge that (iA) the provisions of agreements contained in this Section 7.5 ‎8.2 are an integral part of the transactions contemplated by Transactions and that without this Section ‎8.2 the Company would not have entered into this Agreement and (iiB) the amount of, and basis for payment of, the Parent Termination Fee are is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate the Company in the circumstances in which the Parent Termination Fee is payable for the efforts and appropriate resources expended and opportunities foregone while negotiating this Agreement and in all respectsreliance on this Agreement and on the expectation of the consummation of the Transactions. Accordingly, if the If Parent fails to promptly pay in a timely manner the Parent Termination Fee, and in order any amount due pursuant to obtain such payment, the Company makes a claim that results in a judgment for the amounts set forth in Section 7.5(athis ‎Section 8.2(c), the Parent shall pay to the Company its all reasonable fees, costs and expenses of enforcement (including reasonable attorneys’ fees and expenses) as well as reasonable expenses incurred in connection with such suitany action initiated by the Company), together with interest on the amount set forth in Section 7.5(a) of the Parent Termination Fee at the prime lending rate announced by Credit Suisse as its prime rate published in The Wall Street Journal, in effect on the date such payment was is required to be made hereundermade. Subject to the Company’s rights set forth in Section ‎9.13(b), the Company’s right to receive payment from Parent of the Parent Termination Fee (under the circumstances in which it is payable) shall be the sole and exclusive remedy of the Company Related Parties against Parent, the Parent Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members or affiliates (collectively, “Parent Related Parties”) for any loss suffered as a result of the failure of the Transactions, including the Merger, to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such amount (if entitled under this ‎Section 8.2(c)), none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, including the Merger (except that Parent and Merger Sub shall remain obligated for, and the Company and its affiliates may be entitled to remedies with respect to, the sections of this Agreement surviving such termination pursuant to Section ‎8.2(a)). For the avoidance of doubt, while the Company may pursue both a grant of specific performance of the obligation of Parent and Merger Sub to consummate the Merger in accordance with Section ‎9.13(b) and the payment of the Parent Termination Fee under this ‎Section 8.2(c), under no circumstances shall the Company be permitted or entitled to receive both a grant of such specific performance requiring Parent and Merger Sub to consummate the Merger and to pay the Parent Termination Fee (if entitled under this ‎Section 8.2(c)). In any circumstance where performance by Parent of its obligations under this Agreement would relieve Parent of its obligation to pay the Parent Termination Fee, the Company may, in its sole discretion (i) seek specific performance pursuant to Section ‎9.13(b), (ii) withdraw any claim for specific performance and require payment of the Parent Termination Fee if entitled to payment of the Parent Termination Fee under this ‎Section 8.2(c) or (iii) if the Company is unable for any reason to obtain specific performance, require payment of the Parent Termination Fee if entitled to payment of the Parent Termination Fee under this ‎Section 8.2(c). For the avoidance of doubt, in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion.