Parent Termination Fee definition
Examples of Parent Termination Fee in a sentence
The payment or deposit into escrow of the Parent Termination Fee pursuant to this Section 8.5(i) shall be made at the time Parent is obligated to pay the Company such amount pursuant to Section 8.5(d) by wire transfer of same day funds, and P▇▇▇▇▇’s deposit into escrow of such amount shall satisfy all of Parent’s obligations with respect thereto.
Notwithstanding the foregoing or anything in this Agreement to the contrary, the maximum liability of the Parent Related Parties in connection with or arising out of any termination or breach (including in connection with a Willful and Material Breach) of this Agreement shall not exceed a dollar amount equal to the Parent Termination Fee plus the amount of any payments pursuant to Section 9.04(h), plus any payments pursuant to Section 6.18(c) and Section 6.18(d).
Any amount of any Parent Termination Fee that remains unpaid as of the end of a taxable year shall be paid as soon as possible during the following taxable year, subject to the foregoing limitation of this paragraph.
Notwithstanding the foregoing, in no event shall (i) the Company or any of its Affiliates be entitled to the Parent Termination Fee if the Closing actually occurs or (ii) Parent or any of its Affiliates be entitled to the Company Termination Fee if the Closing actually occurs.
Notwithstanding the foregoing, if the Company shall cease to qualify as a REIT for federal income tax purposes, the entire unpaid balance of any Parent Termination Fee shall be payable immediately.