Buyer Termination Fee. If this Agreement is terminated (a) (x) by Buyer or Seller pursuant to Section 8.01(b)(i) or (y) by Buyer pursuant to any other Section and at such time, Seller had the right to terminate this Agreement pursuant to Section 8.01(b)(i) and, in the case of clauses (x) and (y), as of the time of such termination, one or more of the conditions to Closing set forth in Section 7.01(a)(i) or 7.01(b) (solely to the extent such Governmental Order relates to a U.S. Antitrust Law and was imposed by a Governmental Authority with jurisdiction over the enforcement of U.S. Antitrust Laws) shall not have been satisfied, or (b) by Buyer or Seller pursuant to Section 8.01(b)(ii) or Section 8.01(b)(iii) (in each case, solely to the extent the right to terminate this Agreement results from a Law or Governmental Order, as applicable, imposed by a Governmental Authority with jurisdiction over the enforcement of U.S. Antitrust Laws and relates to a U.S. Antitrust Law), and in the case of clauses (a) and (b), as of the time of such termination, (i) all of the other conditions set forth in Section 7.01 and Section 7.02 have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing; provided that such conditions were then capable of being satisfied if the Closing had taken place) and (ii) Seller is not in breach in any material respect of its obligations under this Agreement in any manner that shall have resulted in the failure of the conditions to Closing referred to in clause (a) above or the imposition of the Law or Governmental Order referred to in clause (b) above, then Buyer shall cause an Affiliate of Buyer that is United States person within the meaning of Section 7701 of the Code for the purposes of Section 250 of the Code (a U.S. Person) to pay to Seller the Buyer Termination Fee in immediately available funds within two Business Days of such termination. Each of the Parties hereto acknowledges that the Buyer Termination Fee is not intended to be a penalty, but rather shall constitute liquidated damages in a reasonable amount compensating Seller in the circumstances in which such Buyer Termination Fee is due and payable, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement, and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. Buyer acknowledg...
Buyer Termination Fee. In the event that this Agreement is terminated by Seller pursuant to Section 11.1(g), then upon notice from Seller, Buyer shall promptly, but in no event later than three business days after the date of such termination, pay to the Seller a fee of $40,000,000 (the “Buyer Termination Fee”). Any Buyer Termination Fee paid to the Seller pursuant to this Agreement shall be paid by wire transfer of immediately available funds to an account or accounts designated in writing by the Seller to Buyer for such purpose.
Buyer Termination Fee. In the event that this Agreement is terminated by (i) any Seller pursuant to Section 10.1(e) or 10.1(f), Buyer shall pay to the Sellers an amount in Dollars equal to $30,000,000 less any amounts otherwise already paid or reimbursed by or on behalf of Buyer hereunder (the “Buyer Termination Fee”) within two Business Days following such termination, by wire transfer in immediately available funds to such account of the Sellers or their respective designees as the Sellers shall have designated in writing. Notwithstanding anything to the contrary in this Agreement, in the event that the Buyer Termination Fee becomes payable, the payment of the Buyer Termination Fee from Buyer pursuant to this Section 10.3 or the guarantees thereof and of the “Additional Obligations” (as defined in the Limited Guarantee) pursuant to the Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Sellers and their Affiliates against Buyer, Guarantors, the Financing Sources, their respective Affiliates and any of their and their Affiliates’ respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents for the Losses suffered as a result of this Agreement or the failure of the transactions contemplated by this Agreement to be consummated, and none of Buyer, Guarantors, the Financing Sources, or any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement. For the avoidance of doubt, in the event the Closing does not occur, in no event shall Buyer be subject to (nor shall the Sellers or any of their Affiliates seek to recover) monetary damages in excess of the amount of the Buyer Termination Fee, in the aggregate, for all Losses arising from or in connection with breaches by Buyer of its representations, warranties, covenants and agreements contained in this Agreement or arising from any claim or cause of action that the Sellers or any of their Affiliates may have, including for a breach of Article II hereof as a result of the Debt Financing not being available to be drawn down (including the Buyer Termination Fee). In no event shall the Sellers or any of their Affiliates seek to recover monetary damages ...
Buyer Termination Fee. If the Closing shall not have occurred on or before the End Date to the extent that each and all conditions of Seller and Buyer Group to consummate the transaction contemplated hereby set forth in either Sections 6.1 and 6.3, other than Section 6.1(e), have been satisfied or waived and the condition set forth in Section 6.1(e) is not satisfied for any reason and, as a result thereof, the Agreement is terminated by either Parent or Seller, then Buyer Group shall promptly pay to Seller by wire transfer to such bank account(s) specified by Seller in Section 1.2(a)(i) or such other bank account as specified by Seller, in immediately available United States funds, U.S. $750,000.
Buyer Termination Fee. If this Agreement is terminated pursuant to:
Buyer Termination Fee. (a) If the Sellers’ Representative terminates this Agreement pursuant to Sections 10.1(c) or 10.1(e), then US Buyer shall pay to the Sellers’ Representative a fee equal to the amount set forth in Section 10.3(a) of the Disclosure Schedule in cash (the “Buyer Termination Fee”). US Buyer shall pay the Buyer Termination Fee to the Sellers’ Representative (to an account designated in writing by the Sellers’ Representative) concurrently with such termination of this Agreement by US Buyer or no later than three Business Days after the date of the applicable termination by the Sellers’ Representative. US Buyer acknowledges that the provisions of this Section 10.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Seller Parties would not enter into this Agreement. If, in order to obtain payment of the Buyer Termination Fee, the Sellers’ Representative commences a suit that results in a judgment for the Sellers’ Representative requiring US Buyer to pay the Buyer Termination Fee, US Buyer shall pay the Sellers’ Representative’s reasonable and documented costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Sellers’ Representative in connection with such suit. In light of the difficulty of accurately determining actual Losses with respect to the foregoing, the Parties acknowledge that the Buyer Termination Fee, in the circumstances in which such Buyer Termination Fee becomes payable, constitutes a reasonable estimate of the Losses that will be suffered by reason of any such termination of this Agreement and constitutes liquidated damages and is not a penalty. Under no circumstances shall US Buyer be required to pay the Buyer Termination Fee on more than one occasion.
Buyer Termination Fee. If this Agreement is terminated pursuant to (a) Section 10.1(b) unless such Governmental Order in effect has been initiated by a third party pursuant to claims (i) wholly unrelated to antitrust or other anti-competitive issues and not as a result of Buyer’s breach of this Agreement or (ii) resulting from the Company’s breach of this Agreement, (b) Section 10.1(b) due to the failure of the satisfaction of the condition set forth in Section 9.1(b), (c) Section 10.1(c) due to the failure of the satisfaction of the condition set forth in Section 9.1(b), or (d) Section 10.1(d), the parties agree that the Company and the Sellers shall have suffered a loss and value to the Company of an incalculable nature and amount, unrecoverable in law, and Buyer shall pay to Sellers a fee of $11,000,000 (the “Buyer Termination Fee”), it being understood that in no event shall Buyer be required to pay the Buyer Termination Fee on more than one occasion. The Buyer Termination Fee shall be paid in immediately available funds by wire transfer to the Sellers no later than five (5) Business Days after such termination, with each Seller to receive an amount equal to such Seller’s Pro Rata Portion of the Buyer Termination Fee.
Buyer Termination Fee. (a) Despite any other provision in this Agreement relating to the payment of fees and expenses, if a Buyer Termination Fee Event occurs, the Buyer shall pay the Company the Buyer Termination Fee in accordance with Section 7.07(c).
Buyer Termination Fee. (a) Notwithstanding anything to the contrary in this Agreement, in the event that the Company validly terminates this Agreement pursuant to Section 9.1(e) or Section 9.1(f), then Buyer shall promptly, but in no event later than ten (10) Business Days, after the date of termination of this Agreement, pay by wire transfer of immediately available funds to accounts designated by the Company, an amount in cash equal to $11,000,000 (the “Buyer Termination 66 NY\7370590.17 Fee”), it being agreed that in no event shall Buyer be required to pay the Buyer Termination Fee on more than one occasion.
Buyer Termination Fee. (a) Notwithstanding anything to the contrary in this Agreement, in the event that Seller terminates this Agreement pursuant to: (i) Section 7.1(d) and a Financing Failure has occurred; or (ii) Section 7.1(e) (a “Qualified Termination”), then Buyers shall promptly, but in no event later than five (5) Business Days after the date of termination of this Agreement, pay by wire transfer of immediately available funds to accounts designated by Seller, an amount in cash equal to $30,750,000 (the “Buyer Termination Fee”), it being understood that in no event shall Buyers be required to pay the Buyer Termination Fee on more than one occasion.
