Common use of Topping Fee Clause in Contracts

Topping Fee. In the event this Agreement is terminated and within one (1) year thereafter substantially all of the Assets or substantially all of the assets or capital stock of Seller are sold (through a sale of assets, sale of stock, merger, consolidation, exchange or otherwise) pursuant to an Alternative Transaction, and provided this Agreement has not been terminated because of a material breach of Buyer's obligations, representations or warranties hereunder, thereupon Seller will pay to Buyer Eight Hundred Thousand Dollars ($800,000) in immediately available funds.