Common use of Payment of Termination Amount Clause in Contracts

Payment of Termination Amount. (a) In the event that the Company is obligated to pay Purchaser the Termination Amount pursuant to Section 12.2 (the "Section 12.2 Amount"), the Company shall pay to Purchaser from the applicable Section 12.2 Amount deposited into escrow in accordance with the next sentence, an amount equal to the lesser of (i) the Section 12.2 Amount and (ii) the sum of (A) the maximum amount that can be paid to Purchaser without causing Purchaser to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A)-(H) or 856(c)(3)(A)-(I) of the Code ("Qualifying Income"), as determined by Purchaser's certified public accountants, plus (B) in the event Purchaser receives either (1) a letter from Purchaser's counsel indicating that Purchaser has received a ruling from the Internal Revenue Service (the "IRS") described in Section 12.3(b)(ii) or (2) an opinion from Purchaser's counsel as described in Section 12.3(b)(ii), an amount equal to the Section 12.2 Amount less the amount payable under clause (A) above. To secure the Company's obligation to pay these amounts, the Company shall deposit into escrow an amount in cash equal to the Section 12.2 Amount with an escrow agent selected by Purchaser and on such terms (subject to Section 12.3(b)) as shall be agreed upon by Purchaser and the escrow agent. The payment or deposit into escrow of the Section 12.2 Amount pursuant to this Section 12.3(a) shall be made within three days of the event which gives rise to the payment of the Section 12.2 Amount by wire transfer or bank check.

Payment of Termination Amount. (a) In the event that West or East (for purposes of this Section, the Company "Paying Party") is obligated to pay Purchaser the Termination Amount an amount pursuant to Section 12.2 8.3 (the "Section 12.2 8.3 Amount"), the Company Paying Party shall pay to Purchaser the other party hereto (for purposes of this Section , the "Receiving Party"), from the applicable Section 12.2 8.3 Amount deposited into escrow in accordance with the next sentence, an amount equal to the lesser of (im) the Section 12.2 8.3 Amount and or (iin) the sum of (A1) the maximum amount that can be paid to Purchaser the Receiving Party without causing Purchaser the Receiving Party to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A)-(H) or 856(c)(3)(A)-(I) of the Code ("Qualifying Income"), as determined by Purchaserthe Receiving Party's certified public accountants, plus (B2) in the event Purchaser the Receiving Party receives either (1X) a letter from Purchaserthe Receiving Party's counsel indicating that Purchaser the Receiving Party has received a ruling from the U.S. Internal Revenue Service (the "IRS") described in Section 12.3(b)(ii8.4(b)(ii) or (2Y) an opinion from Purchaserthe Receiving Party's counsel as described in Section 12.3(b)(ii8.4(b)(ii), an amount equal to the Section 12.2 8.3 Amount less the amount payable under clause (A1) above. To secure the CompanyPaying Party's obligation to pay these amounts, the Company Paying Party shall deposit into escrow an amount in cash equal to the Section 12.2 8.3 Amount with an escrow agent selected by Purchaser the Receiving Party and on such terms (subject to Section 12.3(b8.4(b)) as shall be agreed upon by Purchaser the Receiving Party and the escrow agent. The payment or of deposit into escrow of the Section 12.2 8.3 Amount pursuant to this Section 12.3(a8.4(a) shall be made within three days of on the event which gives rise to the date payment of the is due under Section 12.2 Amount 8.3 by wire transfer or bank checkof same day funds.

Payment of Termination Amount. (a) In the event that West or East (for purposes of this Section, the Company "Paying Party") is obligated to pay Purchaser the Termination Amount an amount pursuant to Section 12.2 8.3 (the "Section 12.2 8.3 Amount"), the Company Paying Party shall pay to Purchaser the other party hereto (for purposes of this Section, the "Receiving Party"), from the applicable Section 12.2 8.3 Amount deposited into escrow in accordance with the next sentence, an amount equal to the lesser of (im) the Section 12.2 8.3 Amount and or (iin) the sum of (A1) the maximum amount that can be paid to Purchaser the Receiving Party without causing Purchaser the Receiving Party to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A)-(H) or 856(c)(3)(A)-(I) of the Code ("Qualifying Income"), as determined by Purchaserthe Receiving Party's certified public accountants, plus (B2) in the event Purchaser the Receiving Party receives either (1X) a letter from Purchaserthe Receiving Party's counsel indicating that Purchaser the Receiving Party has received a ruling from the U.S. Internal Revenue Service (the "IRS") described in Section 12.3(b)(ii8.4(b)(ii) or (2Y) an opinion from Purchaserthe Receiving Party's counsel as described in Section 12.3(b)(ii8.4(b)(ii), an amount equal to the Section 12.2 8.3 Amount less the amount payable under clause (A1) above. To secure the CompanyPaying Party's obligation to pay these amounts, the Company Paying Party shall deposit into escrow an amount in cash equal to the Section 12.2 8.3 Amount with an escrow agent selected by Purchaser the Receiving Party and on such terms (subject to Section 12.3(b8.4(b)) as shall be agreed upon by Purchaser the Receiving Party and the escrow agent. The payment or of deposit into escrow of the Section 12.2 8.3 Amount pursuant to this Section 12.3(a) shall be made within three days of the event which gives rise to the payment of the Section 12.2 Amount by wire transfer or bank check.this