Seller Termination Fee. In the event that (i) this Agreement is terminated pursuant to (A) Section 9.1(b)(i) at a time when only the conditions (other than those conditions that by their nature are to be satisfied at the Closing, but which conditions would be capable of being satisfied if the Closing Date were the date of such termination) in Section 8.1(a) (but only if the applicable Legal Restraint relates to a Required Regulatory Approval or is in connection with the assertion by a Governmental Entity that an approval (other than the Required Regulatory Approvals) is required from such Governmental Entity) or Section 8.1(b) have not been satisfied, (B) Section 9.1(b)(iii) (but only if the applicable Legal Restraint relates to a Required Regulatory Approval or is in connection with the assertion by a Governmental Entity that an approval (other than the Required Regulatory Approvals) is required from such Governmental Entity) or (C) Section 9.1(b)(iv) and (ii) the conditions in Section 8.1(a) and Section 8.1(b) would have been satisfied but for (A) Seller’s failure to agree or to commit to undertake a Seller Burdensome Condition (other than pursuant to clause (i) of the definition thereof) or (B) Seller’s failure to perform in any material respect its obligations under Section 5.5 (written notice of which failure to perform was provided by Purchaser to Seller at least 30 days prior to the termination of this Agreement), then, subject to Section 9.3(c), Seller will by way of compensation, pay to Purchaser an amount equal to $100,000,000 (the “Seller Termination Fee”) by wire transfer (to an account designated by Purchaser) of immediately available funds (x) prior to or concurrently with such termination in the event of a termination by Seller or (y) no later than five Business Days following such termination in the event of a termination by Purchaser. In no event will Seller be required to pay the Seller Termination Fee other than in the instance described in this Section 9.3(a) and in no event will Seller be required to pay the Seller Termination Fee on more than one occasion. The Parties acknowledge that the Seller Termination Fee will not constitute a penalty but is liquidated damages, in a reasonable amount that will compensate Purchaser and Parent for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement, which amount would otherwise be impossible to calculate with precision. Except in the c...
Seller Termination Fee. (i) If Seller terminates this Agreement pursuant to Section 7.1(c)(iii), then Seller shall pay or cause to be paid to Buyer prior to or substantially concurrently with, and as a condition to such termination, an amount in cash equal to $25,000,000 (the “Seller Termination Fee”).
Seller Termination Fee. In the event this Agreement is terminated pursuant to Section 13.1(c) solely because the conditions identified in Section 10.8 or 10.9 are not satisfied, Buyer shall pay to Seller, immediately upon such termination, an amount in cash equal to the documented out-of-pocket expenses incurred by the Holders, the Company and Seller in connection with the transactions contemplated hereby (up to an aggregate maximum of $640,000), including amounts paid or payable to banks and investment bankers, and fees and expenses of counsel and accountants; and such payments shall constitute the Company's and Seller's sole and exclusive remedy with respect thereto (including with respect to Section 7).
Seller Termination Fee. In the event that this Agreement is terminated by Sellers pursuant to Section 6.1(d)(ii), then Sellers shall promptly, but in no event later than the earlier of (i) the closing of a transaction constituting a Superior Proposal and (ii) forty five (45) days after the date of such termination, pay to Buyers a termination fee of $2,000,000 (the “Seller Termination Fee”).
Seller Termination Fee. (i) If this Agreement is terminated pursuant to:
Seller Termination Fee. (i) If this Agreement is terminated pursuant to: (A) Section 7.01(d) or Section 7.01(e); (B) Section 7.01(f)(ii) and (x) a vote of the stockholders of Seller contemplated by this Agreement at the Seller Special Meeting to obtain the Seller Stockholder Approval has not occurred and (y) a proposal with respect to an Alternative Transaction shall have been publicly proposed or announced or otherwise publicly disclosed and not withdrawn after the date of this Agreement and prior to the date of termination of this Agreement; (C) Section 7.01(b) or Section 7.01(f)(iii), and, in either case, a proposal with respect to an Alternative Transaction shall have been publicly proposed or announced or otherwise publicly disclosed and not withdrawn after the date of this Agreement and prior to the date of the Seller Special Meeting; or (D) Section 7.01(g); then (x) in the case of a termination contemplated by Section 7.02(b)(i)(A), Seller shall pay or cause to be paid to Buyer within two (2) Business Days following the termination of this Agreement, a fee, by wire transfer in immediately available funds to an account specified by Buyer, equal to $6,400,000 (the “Termination Fee”); (y) in the case of termination contemplated by Section 7.02(b)(i)(D), Seller shall pay or cause to be paid to Buyer the Termination Fee on the date of termination of this Agreement; and (z) in the case of a termination contemplated by Section 7.02(b)(i)(B) or Section 7.02(b)(i)(C), if Seller, within twelve (12) months after such termination either consummates an Alternative Transaction or enters into a definitive agreement to implement an Alternative
Seller Termination Fee. (i) If the Seller terminates this Agreement pursuant to Section 7.01(c)(i), the Seller shall pay to Parent a fee of $47,000,000 in cash (the “Seller Termination Fee”) (to an account designated in writing by Parent) concurrently with or prior to such termination; provided, however, that, if Parent has not provided wiring instructions in writing to the Seller for payment of the Seller Termination Fee at least two (2) Business Days prior to such termination, the Seller shall not be required to pay the Seller Termination Fee pursuant to this Section 7.03(a)(i) until two (2) Business Days after Parent has provided such wiring instructions in writing to the Seller.
Seller Termination Fee. In the event that this Agreement is terminated pursuant to Section 6.3(a)(iii) and a Person other than Buyer purchases the Shares in the Auction (excluding Shares sold as contemplated by Section 5.4(b)), Seller will, within three Business Days of such termination, pay to Buyer $203.3 million (such amount, the “Seller Termination Fee”), such amount to be paid by bank wire transfer of immediately available New York Clearing House funds to an account of Buyer designated for such purpose, and this Agreement (other than for the provisions which survive as set forth in Section 6.3) will terminate.
Seller Termination Fee. (a) In the event that:
Seller Termination Fee. Seller agrees that in order to compensate Purchaser for the damages suffered by Purchaser in the event of termination of this Agreement under certain circumstances, which damages cannot be determined with reasonable certainty, Seller shall pay to Purchaser the amount of $3,000,000 USD (the “Seller Termination Fee”) upon the earliest to occur of the following events:
