Termination Fee Payable by Parent Sample Clauses

Termination Fee Payable by Parent. (i) If (A) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(e) and at or prior to the time of such termination a Parent Acquisition Proposal shall have been disclosed, announced, commenced, submitted or made, or (B) this Agreement is terminated by the Company pursuant to Section 8.1(g), then, in either such case, the Parent shall pay to the Company, in cash at the time specified in the next sentence (and in addition to any payment required to be made pursuant to Section 8.3(a)), a nonrefundable fee in the amount of $1,000,000. In the case of termination of this Agreement by the Parent pursuant to Section 8.1(e), the fee referred to in the preceding sentence shall be paid by Parent prior to such termination, and in the case of termination of this Agreement by the Company pursuant to Section 8.1(e) or Section 8.1(g), the fee referred to in the preceding sentence shall be paid by Parent within two business days after such termination.
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Termination Fee Payable by Parent. If following execution and delivery of the Stockholder Consent, or other valid approval of the Company Proposal pursuant to Section 6.1(a), and in each case each condition to Parent's and Merger Sub's obligations set forth in Section 6.2 is satisfied, Parent fails to provide to the Exchange Agent all of the cash comprising the Merger Consideration as contemplated by Section 2.5(a) on or before May 21, 2004 solely because the funds contemplated by the financing commitment referred to in Section 4.6 are not available to Parent (except if such nonavailability is due to the conditions set forth in such commitment relating to the assumption by Bank One, N.A. of the Company's obligations under the Company's Hedging Transactions on terms acceptable to Parent) and this Agreement is terminated by the Company pursuant to Section 7.1(b)(i), Parent shall promptly, but in no event later than one day after termination of this Agreement, pay to the Company an amount equal to $5,000,000 in same day funds and upon making such payment, notwithstanding Sections 7.2 and 8.13, Parent shall be fully released and discharged from any liability or obligation resulting from or under this Agreement. ARTICLE 8
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Termination Fee Payable by Parent. (i) In the event that (A) Company shall terminate this Agreement pursuant to Section 7.1(h), or (B) this Agreement shall be terminated (x) pursuant to Section 7.1(d)(ii) and within 12 months after any such termination pursuant to Section 7.1(d)(ii), Parent shall enter into a definitive agreement to acquire a corporation providing the same services as Company on the same terms as set forth in this Agreement, then concurrently with the consummation of such Parent Acquisition, Parent shall pay to Company $1,000,000 in cash (the "PARENT TERMINATION FEE"); provided, however, that no fee shall be payable pursuant to this Section 7.3(c)(i) if at the time of the vote of Parent's shareholders, the representations of Company contained in this Agreement shall have become untrue or inaccurate, or Company shall have failed to comply with in any material respect any covenant or agreement to be complied with by it under this Agreement, in each case such that the conditions set forth in Section 6.3(a), 6.3(b), or 6.3(c) would not be satisfied (excluding clause (B)(z) of Section 8.3(b)(ii) for the purpose of this analysis)).
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Related to Termination Fee Payable by Parent

  • Termination Fees (a) If this Agreement is terminated:

  • Termination Fee; Expenses Except as provided in this ------------------------- Section 7.3, all fees and expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such fees and expenses. In the event that (A) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and thereafter this Agreement is terminated by the Company either (I) pursuant to Section 7.1(b)(iii) hereof or, (II) if the Offer has remained open for at least 20 business days and the Minimum Condition has not been satisfied (and none of the events described in paragraphs (a), (b), (d) and (e) of Annex A shall have occurred so as to result in a condition to the Offer not being satisfied), pursuant to Section 7.1(b)(ii) hereof, and in the case of either clause (I) or (II) such Takeover Proposal is consummated within one (1) year of such termination or (B) this Agreement (i) is terminated by Parent pursuant to Section 7.1(d)(ii), or (ii) is terminated by the Company pursuant to Section 7.1(c)(ii), then the Company shall pay to Parent (in the case of a termination pursuant to Section 7.1(c)(ii), prior to or simultaneously with such termination, or in the case of a termination pursuant to Section 7.1(d)(ii), not later than one (1) business day after such termination, or in the case of a termination pursuant to Section 7.1(b)(ii) or 7.1(b)(iii), upon the consummation of such Takeover Proposal) a termination fee equal to $10 million in cash and shall reimburse Parent's out-of-pocket expenses, including attorneys' fees, related to this Agreement and the transactions contemplated hereby. The fee arrangement contemplated hereby is the sole remedy hereunder and shall be paid pursuant to this Section 7.3 regardless of any alleged breach, other than a willful or intentional breach, by Parent of its obligations hereunder, provided that no payment made by the Company pursuant to this Section 7.3 shall operate or be construed as a waiver by the Company of any breach of this Agreement by Parent or Purchaser or of any rights of the Company in respect thereof.

  • Expenses; Termination Fees (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated.

  • Termination Fee (a) In the event that:

  • Termination Fees and Expenses (a) The Company agrees that:

  • Transaction Fees In connection with the purchase or redemption of Creation Units, the Participant agrees to pay on behalf of itself or the Participant Client the Transaction Fee prescribed in the Prospectus as applicable to the Participant’s transaction. The Trust reserves the right to adjust any Transaction Fee subject to any limitation as prescribed in the Prospectus.

  • Acquisition Fees As compensation for the investigation, selection, sourcing and acquisition or origination (by purchase, investment or exchange) of Properties, Loans and other Permitted Investments, the Company shall pay an Acquisition Fee to the Advisor for each such investment (whether an acquisition or origination). With respect to the acquisition or origination of a Property, Loan or other Permitted Investment to be wholly owned, directly or indirectly, by the Company, the Acquisition Fee payable to the Advisor shall equal 1.0% of the sum of the amount actually paid or allocated to fund the acquisition, origination, development, construction or improvement of the Property, Loan or other Permitted Investment, inclusive of the Acquisition Expenses associated with such Property, Loan or other Permitted Investment and the amount of any debt associated with, or used to fund the investment in, such Property, Loan or other Permitted Investment. With respect to the acquisition or origination of a Property, Loan or other Permitted Investment through any Joint Venture or any partnership in which the Company or the Partnership is, directly or indirectly, a partner, the Acquisition Fee payable to the Advisor shall equal 1.0% of the portion of the amount actually paid or allocated to fund the acquisition, origination, development, construction or improvement of the Property, Loan or other Permitted Investment, inclusive of the Acquisition Expenses associated with such Property, Loan or other Permitted Investment, plus the amount of any debt associated with, or used to fund the investment in, such Property, Loan or other Permitted Investment that is attributable to the Company’s investment in such Joint Venture or partnership. Notwithstanding anything herein to the contrary, the payment of Acquisition Fees by the Company shall be subject to the limitations on Acquisition Fees contained in (and defined in) the Company’s Charter. The Advisor shall submit an invoice to the Company following the closing or closings of each acquisition or origination, accompanied by a computation of the Acquisition Fee. Generally, the Acquisition Fee payable to the Advisor shall be paid at the closing of the transaction upon receipt of the invoice by the Company. However, the Acquisition Fee may or may not be taken, in whole or in part, as to any year in the sole discretion of the Advisor. All or any portion of the Acquisition Fees not taken as to any fiscal year shall be deferred without interest and may be paid in such other fiscal year as the Advisor shall determine.

  • Termination Fee and Expenses (a) In the event that:

  • Expenses; Termination Fee (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated.

  • Parent Termination Fee (a) If this Agreement is terminated by the Company pursuant to Section 8.3(a) (Parent Change in Recommendation) then Parent shall, within two (2) Business Days after such termination pay the Company a fee equal to $356,000,000 (the “Parent Termination Fee”) less any amount of Company Expenses previously paid by Parent. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

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