Termination Fees Sample Clauses
A Termination Fees clause sets out the financial penalties or charges that one party must pay if they end a contract before its agreed-upon expiration date. Typically, this clause specifies the amount or method for calculating the fee, and may apply in situations such as early cancellation of a service agreement or withdrawal from a business deal. Its core function is to compensate the non-terminating party for losses or inconveniences caused by the early termination, thereby discouraging arbitrary contract cancellations and providing financial certainty.
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Termination Fees. (a) If, but only if, this Agreement is terminated by:
(i) Either Parent or the Company pursuant to Section 8.1(b)(iii) (Company Stockholder Approval) or pursuant to Section 8.1(b)(i) (Termination Date) (provided that with respect to any such termination by the Company, the right to terminate this Agreement pursuant to Section 8.1(b)(iii) (Company Stockholder Approval) or pursuant to Section 8.1(b)(i) (Termination Date) is then available to Parent), and in any such case, prior to the Company Stockholders’ Meeting, a Competing Proposal shall have been publicly disclosed and not withdrawn prior to such date and within twelve (12) months after such termination, the Company enters into an Alternative Acquisition Agreement with respect to any Competing Proposal that is later consummated (regardless of whether or not such consummation happens prior to or following the end of such twelve (12) month period) (provided, that solely for purposes of this clause (i), the term “Competing Proposal” shall have the meaning ascribed thereto in Section 6.6(g), except that all references in such definition to 20% shall be changed to 50%);
(ii) the Company pursuant to Section 8.1(c)(ii) (Superior Proposal); or
(iii) Parent pursuant to Section 8.1(d)(ii) (Company Adverse Recommendation Change), then, in any such case, the Company shall pay to Parent the Company Termination Fee by wire transfer of same day funds to the account or accounts designated by Parent, in the case of clause (i) above, on the same day as the consummation of such Competing Proposal, in the case of clause (ii) above, concurrently with such termination, and in the case of clause (iii) above, by no later than two (2) Business Days following such termination.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the parties hereto agree that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion.
(c) The parties hereto agree and acknowledge that the provisions of Section 8.3 are an integral part of this Agreement and that without the parties having agreed to these provisions, the parties would not enter into this Agreement and, accordingly, if the Company fails to timely pay any amount due pursuant to this Section 8.3 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the other for the payment of any amount set forth in this Section 8.3, the Company shall pay Parent its costs and expenses in connect...
Termination Fees. If at any time after the date of this Agreement (and provided that Acquiror has not prior thereto, breached in any material respect any of its representations, warranties or covenants set forth in this Agreement, which breach has not been cured within five Business Days of a notice to Acquiror thereof or which has not been waived by the Corporation):
(a) the Board of Directors has failed to make or has withdrawn, modified, qualified or changed, during the term of the Offer, any of its recommendations or determinations referred to in section 2.2 in a manner adverse to Acquiror or shall have resolved to do so;
(b) the Board of Directors shall have failed to reaffirm its recommendation of the Offer by press statement within five days after the public announcement or commencement of any Acquisition Proposal and in a directors’ circular within 15 days after the mailing of any such Acquisition Proposal;
(c) the Board of Directors recommends that any of its Shareholders deposit their Shares under, vote in favour of, or otherwise accept, an Acquisition Proposal;
(d) the Corporation enters into any agreement, commitment or understanding with any Person or other entity or group with respect to an Acquisition Proposal prior to the expiry of the Offer, excluding a confidentiality agreement entered into in compliance with section 3.2(e);
(e) an Acquisition Proposal is made to the Shareholders or to the Corporation, and upon the expiry of the Offer any such Acquisition Proposal has either been accepted or has not expired or been withdrawn, and the Minimum Condition of the Offer has not been satisfied and (within 9 months of the Expiry Time) an Acquisition Proposal is consummated;
(f) it is publicly disclosed or Acquiror becomes aware that beneficial ownership (determined for the purposes of this paragraph (vi) as set forth in Rule 13d-3 of the Exchange Act) of 20% or more of the outstanding Shares are acquired by any Person other than Acquiror by any means whatsoever during the term of the Offer and within 9 months of the Expiry Time, such Person or any Person acting jointly or in concert with such Person makes an Acquisition Proposal; or
(g) the Corporation is in breach of any of its covenants set forth in section 3.2;
(h) the Corporation is in breach of any of its covenants made in this Agreement (other than the covenants set forth in sections 2.2 or 3.2) which breach (without giving effect to, applying or taking into consideration any materiality, Material Adverse Ch...
Termination Fees. (a) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee substantially concurrently with the termination of this Agreement.
(b) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee within two (2) Business Days of such termination.
(c) In the event that (i) this Agreement is terminated (A) by Parent or the Company pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or (B) by Parent pursuant to Section 7.1(c)(i) (solely with respect to a breach or failure to perform a covenant), (ii) a Takeover Proposal shall have been publicly disclosed or made to the Company after the date hereof and not publicly withdrawn (x) in the case of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i), prior to the date of such termination, or (y) in the case of termination pursuant to Section 7.1(b)(iii), prior to the date of the Company Shareholders Meeting, and (iii) within twelve (12) months of the date this Agreement is terminated, the Company enters into a Company Acquisition Agreement or consummates a Takeover Proposal (provided that for purposes of clause (iii) of this Section 7.3(c), the references to “15%” in the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee on the earlier of the date of entry into such Company Acquisition Agreement and the date of consummation of such transaction.
(d) For purposes of this Agreement, “Company Termination Fee” shall mean an amount equal to $103,000,000.
Termination Fees. It will take time for your local utility company to cancel your XOOM account. During that time you agree to pay for the Energy you consume that is supplied by XOOM. In addition, you must also pay us: (i) any outstanding payment obligations you have incurred under this Contract that remain unpaid, including related wire service, distribution and administration fees, and all applicable Taxes up to the termination date; and (ii) the Early Exit Fee, if applicable. If you do not pay us the amounts owing by the date indicated, we will charge you the Late Payment Charge.
Termination Fees. In the event that this Agreement is terminated with respect to, or by, the Advisor pursuant to this Section 8 or the Company allocates the Allocated Assets to Other Advisors, the Advisor shall be entitled to, and the Company shall pay, the Management Fee and the Incentive Fee, if any, which shall be computed (i) with respect to the Management Fee, on a pro rata basis, based upon the portion of the month for which the Advisor had the Allocated Assets under management and (ii) with respect to the Incentive Fee, if any, as if the effective date of termination was the last day of the then current calendar quarter. The rights of the Advisor to fees earned through the earlier to occur of the date of expiration or termination shall survive this Agreement until satisfied.
Termination Fees. (1) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Termination Fee Event occurs, Corporation shall pay Purchaser (or as Purchaser may direct in writing) the Termination Fee in accordance with Section 8.2(3).
(2) For the purposes of this Agreement, “Termination Fee” means $3,824,000 and “Termination Fee Event” means the termination of this Agreement:
Termination Fees. For terminations pursuant to Sections 8.2(a), 8.3(a) or 8.4(a), Issuer shall at the date of termination pay the greater of (a) $25,000, or (b) the current number of Investors of Private Securities as established at the time of transition, multiplied by $25 provided that no Termination Fee shall be due under this provision in the event termination is for cause due to ODB’s uncured breach.
Termination Fees. If you are receiving the Recovery Act Basic Plan and terminate the Internet Service within the first 30 days following activation, you will not be charged a penalty or termination fee, but you must return your Equipment as set forth in the Lease Addendum. If you are receiving the Recovery Act Basic Plan and terminate the Internet Service after the first 30 days following activation but before completion of the Minimum Service Term or if you are receiving any of the other Recovery Act Plans and terminate Internet Service at any time following activation but before completion of the Minimum Service Term, you will be required to pay a termination fee equal to the number of months left in your Minimum Service Term multiplied by $20.00.
Termination Fees. Except as provided in Sections 14.01, 14.02, 16.04, 16.05, and 16.07, Operator shall not be entitled to a termination fee or compensation in the event this agreement is terminated for a Hotel or Hotels by Lessee.
Termination Fees. There shall be no termination fees for any residential, small commercial, or municipal Participating Consumers to disenroll from the Program.