Common use of Subsequent Disposition Clause in Contracts

Subsequent Disposition. If (i) Parent shall have terminated this Agreement pursuant to Section 8.1(h), (ii) Parent shall have terminated this Agreement pursuant to Section 8.1(g) and following the date hereof but prior to such termination there shall have been a Takeover Proposal Interest or (iii) the Company shall have terminated this Agreement pursuant to Section 8.1(f)(ii), then in any such case the Company shall pay simultaneously with such termination if pursuant to Section 8.1(f)(ii) and promptly, but in no event later than two business days after the date of such termination or event if pursuant to Section 8.1(h) or 8.1(g), to Parent a termination fee (the "Termination Fee") of $7,000,000 plus an amount, not in excess of $1,500,000, equal to the Purchaser's actual and reasonably documented out-of-pocket expenses incurred by Parent and the Purchaser in connection with the Offer, the Merger, this Agreement and the consummation of the transactions contemplated hereby, which amount shall be payable by wire transfer to such account as Parent may designate in writing to the Company. Upon payment of the Termination Fee the Company shall have no further obligation to Parent or the Purchaser, under this Agreement or otherwise, by reason of the termination of this Agreement or, if this Agreement is terminated by Parent pursuant to Section 8.1, by reason of any breach of this Agreement or any representation, warranty or covenant herein by the Company. 31 37

Subsequent Disposition. If (i) Parent shall have terminated this Agreement pursuant to Section 8.1(h), (ii) Parent shall have terminated this Agreement pursuant to Section 8.1(g) and following the date hereof but prior to such termination there shall have been a Takeover Proposal Interest or (iii) the Company shall have terminated this Agreement pursuant to Section 8.1(f)(ii), then in any such case the Company shall pay simultaneously with such termination if pursuant to Section 8.1(f)(ii) and promptly, but in no event later than two business days after the date of such termination or event if pursuant to Section 8.1(h) or 8.1(g), to Parent a termination fee (the "Termination Fee") of $7,000,000 plus --------------- an amount, not in excess of $1,500,000, equal to the Purchaser's actual and reasonably documented out-of-pocket expenses incurred by Parent and the Purchaser in connection with the Offer, the Merger, this Agreement and the consummation of the transactions contemplated hereby, which amount shall be payable pay able by wire transfer to such account as Parent may designate in writing to the Company. Upon payment of the Termination Fee the Company shall have no further obligation to Parent or the Purchaser, under this Agreement or otherwise, by reason of the termination of this Agreement or, if this Agreement is terminated by Parent pursuant to Section 8.1, by reason of any breach of this Agreement or any representation, warranty or covenant herein by the Company. 31 37.