Termination Fees and Expenses. (a) The Company agrees that:
Termination Fees and Expenses. (a) If this Agreement is terminated by Parent pursuant to Section 9.01(e) or is terminated by the Company pursuant to Section 9.01(b)(iii) at a time when the termination of this Agreement by Parent is permitted pursuant to Section 9.01(e), then the Company shall pay to Sponsor (or any other Person designated by Parent in writing) the Company Termination Fee by wire transfer of same-day funds within two (2) Business Days following the date of such termination of this Agreement.
Termination Fees and Expenses. (a) The Company shall pay or cause to be paid to Parent the Company Termination Fee if any of the following occur:
Termination Fees and Expenses. (1) Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the Party incurring such cost or expense. The Parent or the Purchaser shall pay any filing or similar fee payable to a Governmental Entity and applicable Taxes in connection with a Regulatory Approval.
Termination Fees and Expenses. (a) In the event that:
Termination Fees and Expenses. (a) If this Agreement is terminated because:
Termination Fees and Expenses. If the Parties terminate this Agreement pursuant to Section 6.1, then each Party shall bear its out-of-pocket expenses incurred in connection with the negotiation and execution of this Agreement.
Termination Fees and Expenses. (a) In the event that Cereus shall terminate this Agreement pursuant to (A) Section 8.1(f)(i); (B) Section 8.1(d); or (C) Section 8.1(b) and at the time of any such termination pursuant to subpart (A), (B) or (C) hereof there shall exist or be proposed a Competing Transaction with respect to Parent and, within 12 months thereafter, Parent shall enter into a definitive agreement with respect to any Competing Transaction or any Competing Transaction shall be consummated, then Parent shall pay to Cereus an amount equal to $5.0 million plus all of Cereus's Expenses, as evidenced by reasonable documentation, up to an aggregate of $1.0 million, promptly after the execution and delivery of such agreement or the consummation of such Competing Transaction.
Termination Fees and Expenses. (a) If this Agreement is terminated by Buyer pursuant to Section 8.01(d), then the Company shall pay to Buyer a sum of US$12,500,000 (the “Company Termination Fee”) by wire transfer of same-day funds within two business days following the date of such termination of this Agreement.
Termination Fees and Expenses. (a) The Company shall (provided that Acquisition is not then in material breach of its obligations under this Agreement) upon the termination of this Agreement in accordance with Section 10.1(c) (in the event that the Closings shall not have occurred, in whole or in part, by reason of the failure of the conditions set forth in Section 9.1(f), 9.2 (to the extent that all relevant conditions have been satisfied or waived and the Company fails to cause the Reorganization Merger to be consummated) or Section 9.3(a), (b), (c) (other than consents from Xxxxxx X. Xxxx, Xxxxx Xxxx and Xxxxx Xxxx or any entity controlled by any of them), (e) (other than letters from Xxxxxx X. Xxxx, Xxxxx Xxxx and Xxxxx Xxxx), (f) (unless such financing is not received due to (i) the occurrence of a material disruption of or material adverse change in financial, banking or capital market conditions, (ii) a competing offering, placement or arrangement of debt securities or bank financing by or on behalf of the Borrower, the Company or any subsidiary thereof that was undertaken by, on behalf of (with Vestar's consent), or at the direction of Vestar or its affiliates, or (iii) a material disruption or material adverse change in the market for new issues of high yield securities or the financial or capital markets in general) or (h)), 10.1(e), 10.1(f) or 10.1(g)(ii), promptly, but in no event later than two business days following written notice thereof, together with reasonable supporting documentation, reimburse Acquisition, in an aggregate amount of up to $1.5 million, for all reasonable out-of-pocket expenses and fees (including fees payable to all banks, investment banking firms and other financial institutions, and their respective agents and counsel, and all fees of counsel, accountants, financial printers, advisors, experts and consultants to Acquisition and its affiliates), whether incurred prior to, concurrently with or after the execution of this Agreement, in connection with the Mergers and the consummation of all transactions contemplated by this Agreement, the Voting Agreement and the financing thereof (collectively, the "Expenses"). Such payment, together with any Termination Fee which may be paid, shall serve as full liquidated damages in respect of such breach, and Acquisition hereby waives all claims against the Company and Parent and their respective subsidiaries in respect of the breach or breaches occasioning the payment pursuant to this Section 10.3(a). It is under...
