Common use of Reverse Termination Fee Clause in Contracts

Reverse Termination Fee. In the event this Agreement is validly terminated by (i) Seller or Purchaser pursuant to Section 8.1(b)(i) and, at the time of such termination, one or more of the conditions set forth in Section 7.1(a) or Section 7.1(b) (in each case, solely to the extent such Restraint arises under the HSR Act or any other Regulatory Law), Section 7.2(e) or Section 7.2(f) were not satisfied or waived, (ii) by Seller or Purchaser pursuant to Section 8.1(b)(ii) as a result of a Restraint arising under the HSR Act or any other Regulatory Law or (iii) by Purchaser pursuant to Section 8.1(c)(ii), and, in the case of each of clauses (i) through (iii), at the time of such termination each other condition set forth in Section 7.1 or Section 7.2 has been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), then Purchaser shall pay to Seller within five Business Days following the non-terminating Party’s receipt of the Termination Notice, by wire transfer of immediately available funds to a bank account designated in writing by Seller, an amount in cash equal to $14,500,000 (the “Reverse Termination Fee”). For the avoidance of doubt, in no event shall Purchaser be required to pay the Reverse Termination Fee on more than one occasion.