Common use of Termination; Termination Fee Clause in Contracts

Termination; Termination Fee. This Agreement may only be terminated by (i) mutual written consent of Seller and Azzurro, (ii) Seller or Azzurro, if the Closing shall not have occurred on or before October 31, 2009, other than as a result of the breach of this Agreement by the Party seeking to so terminate this Agreement, (iii) Azzurro, due to a material breach hereof by Seller or Travelzoo, which (if capable of cure) remains uncured for 10 days after written notice thereof to Seller, (iv) Seller, due to a material breach hereof by Azzurro, which (if capable of cure) remains uncured for 10 days after written notice thereof to Azzurro or (v) Azzurro or Seller if the board of directors of the Travelzoo or any committee thereof shall approve, adopt or recommend any Superior Proposal or Acquisition Proposal or Seller shall have executed any letter of intent, memorandum of understanding or similar Contract relating to any Superior Proposal or Acquisition Proposal; provided, that this Agreement shall be terminated, without further action by the parties, if the Japan Purchase Agreement shall be terminated for any reason (and, as provided in the Japan Purchase Agreement, such agreement shall be terminated, without further action by the parties thereto, if this Agreement shall be terminated for any reason). In the event of any termination of the Agreement as provided in this Section 10.2, this Agreement shall forthwith become wholly void and of no further force and effect and there shall be no liability on the part of the Buyer, Seller, Azzurro or Travelzoo except (i) with respect to any breach of this Agreement occurring prior to termination, (ii) that the provisions of Section 6.4(a) shall survive any such termination of this Agreement and (iii) if Azzurro or Seller terminates this Agreement pursuant to Section 10.2(v), above, within two Business Days after the date of such termination, Seller shall pay Azzurro (by wire transfer of immediately available funds) an aggregate of Fifty Four Thousand Dollars (US$54,000.00) as a termination payment under this Agreement and the Japan Purchase Agreement, which shall be paid to, or as directed by, Azzurro, by wire transfer of immediately available funds to one or more account(s) specified by Azzurro in writing.

Termination; Termination Fee. This Agreement may only be terminated by (i) mutual written consent of Seller and Azzurro, (ii) Seller or Azzurro, if the Closing shall not have occurred on or before October 31, 2009, other than as a result of the breach of this Agreement by the Party seeking to so terminate this Agreement, (iii) Azzurro, due to a material breach hereof by Seller or Travelzoo, which (if capable of cure) remains uncured for 10 days after written notice thereof to Seller, (iv) Seller, due to a material breach hereof by Azzurro, which (if capable of cure) remains uncured for 10 days after written notice thereof to Azzurro or (v) Azzurro or Seller if the board of directors of the Travelzoo or any committee thereof shall approve, adopt or recommend any Superior Proposal or Acquisition Proposal or Seller shall have executed any letter of intent, memorandum of understanding or similar Contract relating to any Superior Proposal or Acquisition Proposal; provided, that this Agreement shall be terminated, without further action by the parties, if the Japan Hong Kong Purchase Agreement shall be terminated for any reason (and, as provided in the Japan Hong Kong Purchase Agreement, such agreement shall be terminated, without further action by the parties thereto, if this Agreement shall be terminated for any reason). In the event of any termination of the Agreement as provided in this Section 10.2, this Agreement shall forthwith become wholly void and of no further force and effect and there shall be no liability on the part of the Buyer, Seller, Azzurro or Travelzoo except (i) with respect to any breach of this Agreement occurring prior to termination, (ii) that the provisions of Section 6.4(a) shall survive any such termination of this Agreement and (iii) if Azzurro or Seller terminates this Agreement pursuant to Section 10.2(v), above, within two Business Days after the date of such termination, Seller shall pay Azzurro (by wire transfer of immediately available funds) an aggregate of Fifty Four Thousand Dollars (US$54,000.00) as a termination payment under this Agreement and the Japan Hong Kong Purchase Agreement, which shall be paid to, or as directed by, Azzurro, by wire transfer of immediately available funds to one or more account(s) specified by Azzurro in writing.

Termination; Termination Fee. This Agreement and the transactions contemplated hereby may only be terminated by prior to the Closing: (i) at any time by mutual written consent of Seller and Azzurro, the parties; (ii) Seller by Frost Hanna or Azzurro, Gaines Berland if the Closing shall has not have occurred on or before prior to October 31, 20091999 (the "TERMINATION DATE"), other than as a provided the failure of the Closing to occur by such date is not the result of the failure of the party seeking to terminate this Agreement to perform or fulfill any of its obligations hereunder; (iii) by Gaines Berland at any time in its sole discretion if any of the representations or warranties of Frost Hanna or FHGB in this Agreement are not in all material respects true and accurate or if Frost Hanna or FHGB breaches in any material respect any covenant (including, but not limited to, covenants under SECTION 5.9) contained in this Agreement, provided that if such misrepresentation or breach is curable, it is not cured prior to October 31, 1999, or such other date as the parties may agree in writing; (iv) by Frost Hanna at any time in its sole discretion if any of the representations or warranties of Gaines Berland in this Agreement are not in all material respects true and accurate or if Gaines Berland breaches in any material respect any covenant (including, but not limited to, covenants under SECTION 5.9) contained in this Agreement, provided that if such misrepresentation or breach is curable, it is not cured prior to October 31, 1999, or such other date as the parties may agree in writing; (v) by Frost Hanna if Gaines Berland fails to obtain the required vote of its shareholders at a meeting of shareholders duly convened therefor or at any adjournment thereof; or (vi) by Frost Hanna or Gaines Berland if Frost Hanna fails to obtain the required vote of its shareholders at a meeting of shareholders duly convened therefor or at any adjournment thereof; provided, HOWEVER, that the right to terminate this Agreement under SUBSECTIONS (v) AND (vi) shall not be available to Frost Hanna, Gaines Berland, Holdings or G-Trade where the failure to obtain shareholder approval of such party was caused by the act or failure to act of such party and such act or failure to act constitutes a material breach by such party of this Agreement; provided, further, that the right to terminate this Agreement under SUBSECTION (vi) shall not be available to Gaines Berland if any Person signing a Voting Agreement fails to vote in favor of the Merger and the transactions contemplated hereby at the meeting of Gaines Berland's, Holdings' and G-Trade's shareholders. If this Agreement is terminated pursuant to this SECTION 7.5, written notice thereof shall promptly be given by the party electing such termination to the other party and, subject to the expiration of the cure periods provided in clauses (iii) and (iv) above, if any, this Agreement shall terminate without further actions by the parties and, except as provided in this SECTION 7.5, no party shall have any further obligations under this Agreement; provided that any termination of this Agreement by the Party seeking pursuant to so terminate this AgreementSECTION 7.5 shall not relieve any party from any liability for any intentional or willful breach or violation hereof; PROVIDED, (iii) Azzurro, due to FURTHER that a material breach hereof by Seller of SECTION 5.9 shall not be deemed an intentional or Travelzoo, which (if capable of cure) remains uncured for 10 days after written notice thereof to Seller, (iv) Seller, due to a material willful breach hereof by Azzurro, which (if capable of cure) remains uncured for 10 days after written notice thereof to Azzurro or (v) Azzurro or Seller if the board Board of directors Directors believed in good faith and upon advise of the Travelzoo or any committee thereof shall approve, adopt or recommend any Superior Proposal or Acquisition Proposal or Seller shall have executed any letter counsel that such a breach was necessary for it to fulfill its fiduciary interests of intent, memorandum of understanding or similar Contract relating to any Superior Proposal or Acquisition Proposal; provided, that this Agreement shall be terminated, without further action by the parties, if the Japan Purchase Agreement shall be terminated for any reason (and, as provided in the Japan Purchase Agreement, such agreement shall be terminated, without further action by the parties thereto, if this Agreement shall be terminated for any reason)its shareholders. In the event of any a termination of this Agreement, the Agreement exclusive remedy of the parties hereunder (except for willful or intentional breaches) shall be as provided set forth in this Section 10.2, this Agreement shall forthwith become wholly void and of no further force and effect and there shall be no liability on 7.5. Notwithstanding the part of the Buyer, Seller, Azzurro or Travelzoo except (i) with respect to any breach of this Agreement occurring prior to termination, (ii) that the provisions of Section 6.4(a) shall survive any such termination of this Agreement Agreement, the respective obligations of the parties under SECTIONS 5.3, and (iii) if Azzurro or Seller terminates Article VIII shall survive the termination of this Agreement. In the event this Agreement is terminated by Gaines Berland pursuant to Section 10.2(vSECTION 7.5(iii), aboveFrost Hanna shall promptly, within two Business Days but in no event later than ten business days after the date of such termination, Seller shall pay Azzurro (by wire transfer of to Gaines Berland, Holdings and G-Trade a fee equal to $250,000 in immediately available funds. In the event this Agreement is terminated by Frost Hanna pursuant to SECTION 7.5(iv), Gaines Berland, Holdings and G-Trade shall promptly, but in no event later than ten business days after the date of such termination, pay to Frost Hanna a fee equal to $250,000 in immediately available funds. In the event this Agreement is terminated by Gaines Berland pursuant to SECTION 7.5(vi) after Frost Hanna's Board of Directors withdrew its recommendation to its shareholders to approve the Merger because it believed that it was required to do so to satisfy its fiduciary duties to its shareholders, then Frost Hanna shall promptly, but in no event later than 10 days after such termination, pay to Gaines Berland a fee of $100,000 in immediately available funds. The parties acknowledge that the provisions set forth in this SECTION 7.5 are an aggregate integral part of Fifty Four Thousand Dollars (US$54,000.00) as a termination payment under the transactions contemplated by this Agreement, that without such provisions the parties would not have entered into this Agreement and that the Japan Purchase Agreementabove-referenced fees are liquidated damages and not penalties, which shall be paid are intended to, or as directed byamong other things, Azzurro, by wire transfer of immediately available funds to one or more account(s) specified by Azzurro compensate the parties for expenses incurred in writingconnection herewith.

Termination; Termination Fee. This Agreement and the transactions contemplated hereby may only be terminated by prior to the Closing: (i) at any time by mutual written consent of Seller and Azzurro, the parties; (ii) Seller by Frost Hanna or Azzurro, Gaines Berland if the Closing shall has not have occurred on or before prior to October 31, 20091999 (the "Termination Date"), other than as a provided the failure of the Closing to occur by such date is not the result of the failure of the party seeking to terminate this Agreement to perform or fulfill any of its obligations hereunder; (iii) by Gaines Berland at any time in its sole discretion if any of the representations or warranties of Frost Hanna or FHGB in this Agreement are not in all material respects true and accurate or if Frost Hanna or FHGB breaches in any material respect any covenant (including, but not limited to, covenants under Section 5.9) contained in this Agreement, provided that if such misrepresentation or breach is curable, it is not cured prior to October 31, 1999, or such other date as the parties may agree in writing; (iv) by Frost Hanna at any time in its sole discretion if any of the representations or warranties of Gaines Berland in this Agreement are not in all material respects true and accurate or if Gaines Berland breaches in any material respect any covenant A-48 55 (including, but not limited to, covenants under Section 5.9) contained in this Agreement, provided that if such misrepresentation or breach is curable, it is not cured prior to October 31, 1999, or such other date as the parties may agree in writing; (v) by Frost Hanna if Gaines Berland fails to obtain the required vote of its shareholders at a meeting of shareholders duly convened therefor or at any adjournment thereof; or (vi) by Frost Hanna or Gaines Berland if Frost Hanna fails to obtain the required vote of its shareholders at a meeting of shareholders duly convened therefor or at any adjournment thereof; provided, however, that the right to terminate this Agreement under subsections (v) and (vi) shall not be available to Frost Hanna, Gaines Berland, Holdings or G-Trade where the failure to obtain shareholder approval of such party was caused by the act or failure to act of such party and such act or failure to act constitutes a material breach by such party of this Agreement; provided, further, that the right to terminate this Agreement under subsection (vi) shall not be available to Gaines Berland if any Person signing a Voting Agreement fails to vote in favor of the Merger and the transactions contemplated hereby at the meeting of Gaines Berland's, Holdings' and G-Trade's shareholders. If this Agreement is terminated pursuant to this Section 7.5, written notice thereof shall promptly be given by the party electing such termination to the other party and, subject to the expiration of the cure periods provided in clauses (iii) and (iv) above, if any, this Agreement shall terminate without further actions by the parties and, except as provided in this Section 7.5, no party shall have any further obligations under this Agreement; provided that any termination of this Agreement by the Party seeking pursuant to so terminate this Agreement, (iii) Azzurro, due to a material Section 7.5 shall not relieve any party from any liability for any intentional or willful breach hereof by Seller or Travelzoo, which (if capable of cure) remains uncured for 10 days after written notice thereof to Seller, (iv) Seller, due to a material breach hereof by Azzurro, which (if capable of cure) remains uncured for 10 days after written notice thereof to Azzurro or (v) Azzurro or Seller if the board of directors of the Travelzoo or any committee thereof shall approve, adopt or recommend any Superior Proposal or Acquisition Proposal or Seller shall have executed any letter of intent, memorandum of understanding or similar Contract relating to any Superior Proposal or Acquisition Proposalviolation hereof; provided, further that this Agreement a breach of Section 5.9 shall not be terminated, without further action by the parties, deemed an intentional or willful breach if the Japan Purchase Agreement shall be terminated Board of Directors believed in good faith and upon advise of counsel that such a breach was necessary for any reason (and, as provided in the Japan Purchase Agreement, such agreement shall be terminated, without further action by the parties thereto, if this Agreement shall be terminated for any reason)it to fulfill its fiduciary interests of its shareholders. In the event of any a termination of this Agreement, the Agreement exclusive remedy of the parties hereunder (except for willful or intentional breaches) shall be as provided set forth in this Section 10.2, this Agreement shall forthwith become wholly void and of no further force and effect and there shall be no liability on 7.5. Notwithstanding the part of the Buyer, Seller, Azzurro or Travelzoo except (i) with respect to any breach of this Agreement occurring prior to termination, (ii) that the provisions of Section 6.4(a) shall survive any such termination of this Agreement Agreement, the respective obligations of the parties under Sections 5.3, and (iii) if Azzurro or Seller terminates Article VIII shall survive the termination of this Agreement. In the event this Agreement is terminated by Gaines Berland pursuant to Section 10.2(v7.5(iii), aboveFrost Hanna shall promptly, within two Business Days but in no event later than ten business days after the date of such termination, Seller shall pay Azzurro (by wire transfer of to Gaines Berland, Holdings and G-Trade a fee equal to $250,000 in immediately available funds. In the event this Agreement is terminated by Frost Hanna pursuant to Section 7.5(iv), Gaines Berland, Holdings and G-Trade shall promptly, but in no event later than ten business days after the date of such termination, pay to Frost Hanna a fee equal to $250,000 in immediately available funds. In the event this Agreement is terminated by Gaines Berland pursuant to Section 7.5(vi) after Frost Hanna's Board of Directors withdrew its recommendation to its shareholders to approve the Merger because it believed that it was required to do so to satisfy its fiduciary duties to its shareholders, then Frost Hanna shall promptly, but in no event later than 10 days after such termination, pay to Gaines Berland a fee of $100,000 in immediately available funds. The parties acknowledge that the provisions set forth in this Section 7.5 are an aggregate integral part of Fifty Four Thousand Dollars (US$54,000.00) as a termination payment under the transactions contemplated by this Agreement, that without such provisions the parties would not have entered into this Agreement and that the Japan Purchase Agreementabove-referenced fees are liquidated damages and not penalties, which shall be paid are intended to, or as directed byamong other things, Azzurro, by wire transfer of immediately available funds to one or more account(s) specified by Azzurro compensate the parties for expenses incurred in writingconnection herewith.