Common use of Reverse Termination Fee Clause in Contracts

Reverse Termination Fee. Parent shall pay to the Company a fee of $92,350,000 (the “Reverse Termination Fee”) if: (i) the Company terminates this Agreement pursuant to Section 8.01(c); or (ii) the Company terminates this Agreement pursuant to Section 8.01(g). Any Reverse Termination Fee due under this Section 8.03(c) shall be paid by wire transfer of same-day funds on the Business Day immediately following the date of termination. Parent acknowledges and agrees that the agreements contained in this Section 8.03(c) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company would not enter into this Agreement. Accordingly, if Parent fails to reasonably promptly pay the amount due pursuant to this Section 8.03(c), and, in order to obtain such payment, the Company commences a suit, action or other proceeding that results in a Judgment in its favor for such payment, Parent shall pay to the Company its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, action or other proceeding, together with interest on the amount of such payment from the date such payment was required to be made until the date of payment at a rate per annum equal to the prime interest rate published in The Wall Street Journal on the date such interest begins accruing. Notwithstanding any other provision of this Agreement, the parties agree that, including in the case of fraud or a willful breach of this Agreement, the payment of the Reverse Termination Fee, as liquidated damages and not as a penalty, shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) available to the Company with respect to this Agreement and the transactions contemplated by this Agreement in the event any such payment becomes due and payable and, upon payment of the Reverse Termination Fee, Parent (and Parent’s Affiliates and its and their respective directors, officers, employees, stockholders and Representatives and the Debt Financing Related Parties) shall have no further liability to the Company or its Subsidiaries under this Agreement, or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or failure to consummate the transactions contemplated by this Agreement; provided, however, that (i) the foregoing shall not prejudice in any manner the Company’s rights to specific performance pursuant to Section 9.10; provided that the Company will in no event be entitled to both payment of the Reverse Termination Fee in accordance with this Section 8.03(c) and specific performance that results in the occurrence of the Closing pursuant to Section 9.10, (ii) no circumstances will the amount payable by ▇▇▇▇▇▇ and Merger Sub under this Agreement (for clarity, including the Reverse Termination Fee, if payable) whether payable hereunder or under the Guaranty exceed, in the aggregate, the amount of the Reverse Termination Fee and (iii) in no event shall Parent be required to pay both damages under this Agreement and the Reverse Termination Fee. Parent expressly acknowledges and agrees that the Company shall not need to prove damages to receive the Reverse Termination Fee when it is payable under this Agreement, and hereby irrevocably waives any right to challenge the amount of actual damages represented by the Reverse Termination Fee. In no event shall Parent be obligated to pay the Reverse Termination Fee on more than one occasion.

Reverse Termination Fee. Parent shall pay to In the event that this Agreement is terminated by the Company pursuant to Section 6.1(c)(iii) or by RG pursuant to Section 6.1(b)(ii) at a fee of $92,350,000 time when (the “Reverse Termination Fee”) if: (ia) the Company terminates would have the right to terminate this Agreement pursuant to Section 8.01(c); or 6.1(c)(iii) and (iib) the Company terminates this Agreement had provided the notice contemplated by Section 6.1(c)(iii)(D), then RG shall pay the Company the Reverse Termination Fee less the amount of any expenses previously reimbursed to the Company pursuant to Section 8.01(g6.3(b). Any Reverse Termination Fee due under payment required to be made pursuant to this Section 8.03(c) 6.4 shall be paid made to the Company promptly following termination of this Agreement (and in any event not later than two (2) Business Days after such termination) and such payment shall be made by wire transfer of same-day immediately available funds on to an account to be designated by the Business Day immediately following the date of terminationCompany. Parent acknowledges and agrees The parties hereto acknowledge that the agreements contained damages resulting from termination of this Agreement under circumstances in this Section 8.03(c) which the Reverse Termination Fee is payable are an integral part uncertain and incapable of accurate calculation and that the transactions contemplated by this Agreement, and that, without these agreements, the Company would not enter into this Agreement. Accordingly, if Parent fails to reasonably promptly pay the amount due amounts payable pursuant to this Section 8.03(c)6.4 are reasonable forecasts of the actual damages which may be incurred, and, and in order the event that the Company shall receive full payment pursuant to obtain such paymentthis Section 6.4, the Company commences a suit, action or other proceeding that results in a Judgment in its favor for such payment, Parent shall pay to the Company its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, action or other proceeding, together with interest on the amount of such payment from the date such payment was required to be made until the date of payment at a rate per annum equal to the prime interest rate published in The Wall Street Journal on the date such interest begins accruing. Notwithstanding any other provision of this Agreement, the parties agree that, including in the case of fraud or a willful breach of this Agreement, the payment receipt of the Reverse Termination FeeFee shall be deemed to be liquidated damages, as liquidated damages and not as a penalty, shall be for any and all losses or damages suffered or incurred by the sole and exclusive remedy (whether at lawCompany, any of its Subsidiaries or Affiliates or any other Person in equity, in contract, in tort, or otherwise) available to the Company connection with respect to this Agreement (and the transactions contemplated by this Agreement in termination hereof), the event Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and upon such payment becomes due and payable andof such amount none of RG or any of its Subsidiaries, upon payment of the Reverse Termination Fee, Parent (and Parent’s Affiliates and its and their respective directors, officers, employees, stockholders and or Representatives and the Debt Financing Related Parties) shall have no any further liability to the Company or its Subsidiaries under this Agreement, or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or failure to consummate the transactions contemplated by this Agreement; provided, however, that (i) the foregoing shall not prejudice in any manner the Company’s rights to specific performance pursuant to Section 9.10; provided that the Company will in no event be entitled to both payment of the Reverse Termination Fee in accordance with this Section 8.03(c) and specific performance that results in the occurrence of the Closing pursuant to Section 9.10, (ii) Transactions. Under no circumstances will the amount payable by ▇▇▇▇▇▇ and Merger Sub under this Agreement (for clarity, including the Reverse Termination Fee, if payable) whether payable hereunder or under the Guaranty exceed, in the aggregate, the amount of the Reverse Termination Fee and (iii) in no event shall Parent be required to pay both damages under this Agreement and the Reverse Termination Fee. Parent expressly acknowledges and agrees that the Company shall not need to prove damages to receive the Reverse Termination Fee when it is payable under this Agreement, and hereby irrevocably waives any right to challenge the amount of actual damages represented by the Reverse Termination Fee. In no event shall Parent RG be obligated to pay the Reverse Termination Fee on more than one occasion(1) Reverse Termination Fee.

Reverse Termination Fee. Parent shall pay to (1) If this Agreement is terminated by the Company a fee of $92,350,000 (the “Reverse Termination Fee”) ifpursuant to: (ia) the Company terminates this Agreement pursuant to Section 8.01(c8.1(1)(d)(ii); or (iib) Section 8.1(1)(d)(iii); then in each such case the Parent or the Purchaser shall pay as directed by the Company terminates this Agreement pursuant to Section 8.01(g). Any Reverse Termination Fee due under this Section 8.03(c) shall be paid in writing (by wire transfer of same-day funds on immediately available funds) the Business Day immediately Reverse Termination Fee in accordance with Section 7.4(2). For purposes of this Agreement, “Reverse Termination Fee” means $175,000, less the amount of any withholding required by applicable Laws relating to Taxes which is concurrently remitted by the Parent or the Purchaser, as applicable, to the relevant Governmental Entity in respect of such amount. (2) The Reverse Termination Fee shall be paid within two business days following such termination of the date Agreement by the Company. The Reverse Termination Fee shall be paid from the Escrow Amount in accordance with the terms of termination. the Escrow Agreement. (3) In no event shall the Parent or the Purchaser, as applicable, be required to pay under Section 7.4(1), in the aggregate, an amount in excess of the Reverse Termination Fee. (4) Each of the Parties acknowledges and agrees that the agreements contained in this Section 8.03(c) 7.4 are an integral part of the transactions contemplated by in this Agreement, Agreement and that, without these those agreements, the Company Parties would not enter into this Agreement. Accordingly, if Parent fails Each Party acknowledges that all of the payment amounts set out in this Section 7.4 are payments of liquidated damages which are a genuine pre-estimate of the damages which the Party entitled to reasonably promptly pay such damages will suffer or incur as a result of the amount due event giving rise to such payment and the resultant termination of this Agreement and are not penalties. Each Party irrevocably waives any right that it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt as directed by the Company of any Reverse Termination Fee pursuant to this Section 8.03(c), and, in order to obtain such payment, 7.4 the Company commences a suit, action shall have no further claim against either the Purchaser or other proceeding that results in a Judgment in its favor for such payment, the Parent shall pay to the Company its costs and expenses (including attorneys’ fees and expenses) arising from or in connection with such suitthis Agreement or the Arrangement, action or other proceeding, together with interest on and the amount of such payment from the date such payment was required to be made until the date of payment at a rate per annum equal to the prime interest rate published in The Wall Street Journal on the date such interest begins accruing. Notwithstanding any other provision of this Agreement, the parties agree Company agrees that, including if paid by the Purchaser or the Parent in accordance with the case of fraud or a willful breach of this Agreementterms hereof, the payment of the Reverse Termination Fee, as liquidated damages and not as a penalty, Fee shall be the sole and exclusive remedy (whether at lawof the Company, provided that nothing in equity, in contract, in tort, or otherwise) available to this Section 7.4 shall preclude the Company with respect from, prior to this Agreement and the transactions contemplated by this Agreement in the event any such payment becomes due and payable and, upon payment of the Reverse Termination Fee, Parent (and Parent’s Affiliates and its and their respective directors, officers, employees, stockholders and Representatives and the Debt Financing Related Parties) shall have no further liability to the Company or its Subsidiaries under this Agreement, or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or failure to consummate the transactions contemplated by this Agreement; provided, however, that (i) the foregoing shall not prejudice in any manner the Company’s rights to specific performance pursuant to Section 9.10; provided that the Company will in no event be entitled to both payment of the Reverse Termination Fee Agreement in accordance with this Section 8.03(c) and specific performance that results in its terms, seeking injunctive relief to restrain any breach or threatened breach by the occurrence Purchaser or the Parent of the Closing pursuant to Section 9.10, (ii) no circumstances will the amount payable by ▇▇▇▇▇▇ and Merger Sub under this Agreement (for clarity, including the Reverse Termination Fee, if payable) whether payable any of their respective obligations hereunder or under the Guaranty exceed, in the aggregate, the amount of the Reverse Termination Fee and (iii) in no event shall Parent be required otherwise to pay both damages under this Agreement and the Reverse Termination Fee. Parent expressly acknowledges and agrees that the Company shall not need to prove damages to receive the Reverse Termination Fee when it is payable under this Agreement, and hereby irrevocably waives any right to challenge the amount of actual damages represented by the Reverse Termination Fee. In no event shall Parent be obligated to pay the Reverse Termination Fee on more than one occasionobtain specific performance.