Seller Termination Fee definition

Seller Termination Fee has the meaning set forth in Section 9.02(b).

Seller Termination Fee shall have the meaning ascribed in Section 6.14(a).

Seller Termination Fee shall have the meaning set forth in Section 8.3(a)(i).

Examples of Seller Termination Fee in a sentence

• If this Agreement is terminated for any reason that does not result in the payment of the Seller Termination Fee, the Deposit shall be released from escrow and refunded to Buyer not later than five (5) business days following such termination.

• Seller believes that it is impossible to determine accurately the amount of all damages that Seller would incur by virtue of a breach by Buyer of its obligations to proceed with the transactions contemplated by this Agreement, and its sole and exclusive remedy for any such breach shall be to receive payment of the Seller Termination Fee.

• Buyer’s obligation to pay the Seller Termination Fee to Seller shall be discharged upon the release to Seller from the escrow described in Section 2.8 of the full amount of the Deposit.

• Only one Seller Termination Fee shall be payable to Seller regardless of the circumstances.

• Payment of the Seller Termination Fee to Seller by Buyer shall constitute liquidated and agreed damages in respect of this Agreement and the transactions contemplated by this Agreement, and Buyer shall have no further liability to Seller.

More Definitions of Seller Termination Fee

Seller Termination Fee has the meaning set forth in Section 6.2(d).

Seller Termination Fee means any fee payable by the Seller to Buyer Parent pursuant to Sections 11.3(a), 11.3(b), 11.3(c), 11.3(d) or 11.3(e).

Seller Termination Fee. As defined in Section 15.3.

Seller Termination Fee means the sum of $2,450,000.00.

Seller Termination Fee means if this Agreement is terminated by Buyer, (a) on or prior to the time the First Extension Fee is paid, Ten Million Dollars ($10,000,000), (b) after the time the First Extension Fee is paid and prior to the time the Second Extension Fee is paid, Fifteen Million Dollars ($15,000,000), and (c) after the Second Extension Fee is paid, Twenty Million Dollars ($20,000,000).

Seller Termination Fee means an amount equal to $5,330,000. If the Seller Termination Fee becomes payable pursuant to Section 11.3(a)(i), it shall be paid no later than the date of the consummation of the Alternative Transaction Proposal transaction described in clause (C) of Section 11.3(a)(i). If the Seller Termination Fee becomes payable pursuant to Section 11.3(a)(ii), it shall be paid prior to or contemporaneously with the termination of this Agreement pursuant to Section 11.1(i); (and any purported termination pursuant to this Section shall be void and of no force or effect unless Seller shall have made such payment). If the Seller Termination Fee becomes payable pursuant to Section 11.3(a)(iii), it shall be paid no later than three (3) Business Days after the termination of this Agreement pursuant to Section 11.1(h). Notwithstanding anything to the contrary in this Agreement, but subject to Section 13.11, in each case on the part of or by Seller or any of its Subsidiaries, in the event this Agreement has been terminated and the Seller Termination Fee is payable and paid to Purchaser pursuant to this Section 11.3(a), receipt of the Seller Termination Fee shall be the sole and exclusive remedy (under the circumstances where such Seller Termination Fee is payable) of Purchaser and its Affiliates against any Seller Party for any loss, damage, liability, claim, obligation or Action (whether in law or in equity and whether based on contract, tort or otherwise) based upon, arising out of or relating to this Agreement (including any breach or alleged breach hereof), the negotiation, execution or performance hereof or the transactions contemplated by this Agreement or in respect of any other document or theory of law or equity or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise. The parties acknowledge and agree that in no event shall Seller be required to pay the Seller Termination Fee on more than one occasion and in no event shall Purchaser be entitled to collect the Seller Termination Fee on more than one occasion. In no event shall the Seller Parties be liable to Purchaser, any Purchaser Party or any Person claiming by, through or for the benefit of Purchaser in excess of an aggregate amount equal to the Seller Termination Fee for any loss, damage, liability, claim, obligation or Action (whether in law or in equity and whether based on contract, tort or...

Seller Termination Fee means $70,000,000. “Services” has the meaning set forth in Section 7.32(a).