Termination Fees; Expenses. (a) In the event that this Agreement is terminated by Parent pursuant to Section 10.01(c)(i), or by the Company pursuant to Section 10.01(d)(ii), then the Company shall pay, by wire transfer of immediately available funds, to Parent a fee in the amount of $3,661,461 (the “Company Termination Fee”) at or prior to the termination of this Agreement in the case of a termination pursuant to Section 10.01(d)(ii) or as promptly as practicable (and, in any event, within two Business Days following such termination) in the case of a termination pursuant to Section 10.01(c)(i).
Termination Fees; Expenses. (a) Except as otherwise provided in this Section 8.3, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.
Termination Fees; Expenses. (a) In the event that:
Termination Fees; Expenses. (a) If this Agreement is validly terminated by the Partnership or Parent pursuant to the provisions of Section 8.1(b)(i) (Outside Date), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Expenses, and such payment shall be made within five (5) Business Days after such termination.
Termination Fees; Expenses. (a) If this Agreement is terminated by the Company pursuant to Section 7.1(i), then the Company shall pay to LinnCo the Company Termination Fee, by wire transfer to the account designated by LinnCo in immediately available funds, upon termination of this Agreement and as a condition to the effectiveness of such termination.
Termination Fees; Expenses. (a) If the Company terminates this Agreement as permitted by Section 8.1(f) or 8.1(g), then simultaneous with and as a condition precedent to such termination’s being effective, the Company will pay Acquisition a termination fee of $25 million (or, if the Superior Proposal Notice is given to Parent not later than 10 business days after the end of the Transaction Solicitation Period and the Superior Proposal to which it relates is from a person that gave the Special Committee a written Acquisition Proposal during the Transaction Solicitation Period, $15 million), which sum will be credited against any termination fee to which FIDAC becomes entitled because of termination of the Management Agreement between the Company and FIDAC within one year after this Agreement is terminated.
Termination Fees; Expenses. (a) If this Agreement is terminated by Company pursuant to Section 7.1(h), then Company shall pay to Parent the Company Termination Fee and Parent's Expenses, by wire transfer to the account designated by Parent in immediately available funds, upon termination of this Agreement and as a condition to the effectiveness of such termination.
Termination Fees; Expenses. (a) In the event this Agreement is terminated by RRMS or Parent pursuant to Section 7.2(c) (Parent Stock Issuance Approval) at a time when this Agreement is not (or has not been) otherwise terminable by RRMS pursuant to Section 7.3(a) or (b) (Parent Adverse Recommendation Change), then Parent shall pay to RRMS, within two (2) Business Days after the date of termination, by wire transfer of immediately available funds (to an account designated by RRMS), any and all out-of-pocket fees and expenses (including fees and expenses of financial advisors, outside legal counsel, accountants, experts, consultants) actually incurred by or on behalf of RRMS in connection with the authorization, preparation, negotiation, execution or performance of this Agreement and the transactions contemplated hereby (the “RRMS Expenses”), in an aggregate amount not to exceed $3,800,000.
Termination Fees; Expenses. (a) Except as otherwise provided in this Section 7.3 and except for (i) the expenses in connection with printing and mailing the Joint Proxy Statement and the Form S-4 required in connection with the actions specified in Section 5.3, (ii) all SEC filing fees relating to the Transactions and (iii) the fees in connection with the approvals required under Section 6.1(e) related to the Transactions (each of which fees and expenses shall be borne, in each case, equally by Ouster and Velodyne), all fees and expenses incurred by the parties shall be borne solely by the party that has incurred such fees and expenses, whether or not the First Merger is consummated, and all such fees and expenses shall be paid by the applicable responsible party concurrently with the Closing.
Termination Fees; Expenses. (a) In the event of termination of this Agreement by Parent pursuant to Section 8.1(e) (Partnership Adverse Recommendation Change), then the Partnership shall promptly, but in no event later than five Business Days after the date of such termination, pay Parent’s designee an amount in cash equal to $10,000,000 (the “Partnership Termination Fee”) by wire transfer of immediately available funds to one or more accounts designated by Parent in writing.
