Purchaser Termination Fee. If this Agreement is validly terminated by the Seller pursuant to Section 8.1(a)(vii), then the Purchaser shall pay to the Seller by wire transfer of immediately available funds an amount equal to $20,000,000 (the “Purchaser Termination Fee”), such payment to be made within 5 Business Days after written notice of such termination. It is the intent of the Seller and the Purchaser, and the Seller and the Purchaser hereby acknowledge and agree, that notwithstanding anything to the contrary in this Agreement, upon the termination of this Agreement pursuant to Section 8.1(a)(vii), the Seller’s receipt of the Purchaser Termination Fee shall be the sole and exclusive right and remedy of the Seller, the Company and their Affiliates, and the sole and exclusive obligation of the Purchaser and its Affiliates, with respect to all matters arising under or relating to this Agreement, and that upon payment of the Purchaser Termination Fee, the Purchaser shall not have any further liability or obligation relating to or arising out of this Agreement, and all rights and claims, whether at Law or in equity, in contract, tort or otherwise, of the Seller, the Company and its Affiliates shall be deemed waived, against the Purchaser or any of its Affiliates, lenders or investors for any and all Losses suffered in connection with this Agreement or the transactions contemplated hereby (other than with respect to obligations arising under the Confidentiality Agreement, and any expense reimbursement and indemnity obligations of the Purchaser contained in Sections 6.3(a) and 6.16 and any interest and expenses payable pursuant to the following sentence of this Section 8.2). In the event that the Purchaser fails to timely pay the Purchaser Termination Fee when due and payable pursuant to this Section 8.2, and, in order to obtain such payment the Seller commences an Action, and Purchaser ultimately pays such Purchaser Termination Fee, the Purchaser shall pay the Seller its reasonable costs and expenses (including reasonable attorney’s fees) incurred in connection with such Action along with the Purchaser Termination Fee, together with interest on the Purchaser Termination Fee and such costs or expenses at the “prime rate” as published in The Wall Street Journal, Eastern Edition on such date, from the date on which the Purchaser Termination Fee was due and payable hereunder (or such costs and expenses were expended by Seller) until the date on which such payment is received by the Seller...
Purchaser Termination Fee. (a) Purchasers shall pay to Seller the Purchaser Termination Fee if (i) (A) this Agreement is terminated by Purchasers or Seller pursuant to Section 8.01(b) and (B) either Purchaser is in breach of any of its covenants set forth in Section 5.09 with respect to the CFIUS Approval; (ii) (A) this Agreement is terminated by Purchasers or Seller pursuant to Section 8.01(b) and (B) any consent, approval or Governmental Order of any Governmental Authority required by or with respect to either Purchaser in connection with the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby or thereby, other than the CFIUS Approval, was not obtained prior to the Outside Date; or (iii) (A) this Agreement is terminated by Purchasers or Seller pursuant to Section 8.01(b), (B) all of the conditions set forth in Sections 6.01 and 6.02 have been satisfied except for those conditions which, by their terms, are required to be satisfied or performed at Closing, each of which is capable of being satisfied at the Closing, and (C) Purchasers shall have failed to consummate the transactions contemplated by this Agreement by the Outside Date; provided, however, that in the case of clause (i), subject to Section 8.02 and Section 9.08, and except in the case of fraud or willful misconduct by Purchasers, payment of the Purchaser Termination Fee in accordance with this Section 8.04 will be the exclusive remedy of Seller with respect to any and all monetary damages arising under this Agreement. Nothing in this Section 8.04 shall inhibit Seller’s ability to seek specific performance pursuant to the terms of Section 9.08.
Purchaser Termination Fee. Notwithstanding anything in this Agreement to the contrary, in the event that this Agreement is terminated pursuant to (a) Section 9.1(b), if (i) such Order is promulgated or requested to be promulgated under or with respect to a Regulatory Law (other than the HSR Act to the extent applicable to Sellers’ acquisition of Purchaser Common Stock) and (ii) at the time of such termination, the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(e) have been satisfied or waived (other than those conditions which by their nature could not be satisfied until the Closing, but which conditions at the time of termination are capable of being satisfied) or (b) Section 9.1(c) if, at the time of such termination, (i) the condition set forth in Section 7.1(a) (if such Order is promulgated under or with respect to a Regulatory Law other than the HSR Act to the extent applicable to Sellers’ acquisition of Purchaser Common Stock) or Section 7.1(b) has not been satisfied (except for the lack of HSR Approval to the extent applicable to Sellers’ acquisition of Purchaser Common Stock) and (ii) the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(e) have been satisfied or waived (other than those conditions which by their nature could not be satisfied until the Closing, but which conditions at the time of termination were capable of being satisfied), then, in each case Purchaser shall promptly, but in no event later than two (2) Business Days after the date of termination of this Agreement, (A) pay by wire transfer of immediately available funds to accounts designated by Sellers, an amount in cash equal to twenty five million dollars ($25,000,000), (B) deliver to Sellers evidence of book-entry shares representing a number of shares of Purchaser Common Stock equal to (I) fifty million dollars ($50,000,000) divided by (II) the arithmetic average of the daily intra-day volume-weighted average price of one share of Purchaser Common Stock on the New York Stock Exchange during the regular trading session (and excluding pre-market and after-hours trading) over the ten (10) consecutive trading days ending the second (2nd) trading day prior to the day on which this Agreement is terminated as contemplated in clause (a) or (b) above, which shares of Purchaser Common Stock shall be free and clear of all Liens, and (C) deliver a counterpart of the Registration Rights Agreement duly executed by Purchaser, to Sellers (the “Purchaser Termination Fee”); provided that if the Extension F...
Purchaser Termination Fee. (a) In the event this Agreement is validly terminated by Purchaser pursuant to Section 9.01(b)(ii) at a time when Sellers’ Representative is entitled to terminate this Agreement pursuant to Section 9.01(b)(i) or Section 9.01(d) or by Sellers’ Representative pursuant to Section 9.01(b)(i) or Section 9.01(d), Purchaser shall pay or cause to be paid to the Acquired Companies to an account designated by Sellers’ Representative by wire transfer of same day funds an amount equal to $10,000,000 (the “Purchaser Termination Fee”) promptly, but in no event later than three (3) Business Days after such termination.
Purchaser Termination Fee. (a) Purchaser shall pay to Novatel the Purchaser Termination Fee if this Agreement is terminated by Purchaser or Novatel pursuant to Section 7.1(b) and (A) all of the conditions set forth in Sections 6.2(a), 6.2(b), 6.2(c), 6.2(d) and 6.2(e) have been satisfied, except for those conditions which, by their terms, are required to be satisfied or performed at Closing, each of which is capable of being satisfied at the Closing, and (B) Purchaser shall have failed to consummate the Acquisition by the Outside Date.
Purchaser Termination Fee. 12.3.1. In the event that (a) this Agreement is validly terminated by either Seller or Purchaser pursuant to Section 12.1.4, (b) the condition set forth in Section 10.3.2 shall not have been satisfied but all other conditions to the Closing shall be satisfied or shall be capable of being satisfied upon satisfaction of the condition set forth in Section 10.3.2, (c) Seller has not breached any of its obligations under Section 7.7, and (d) if (i) Purchaser requested in writing from Seller at least ten Business Days prior to the initial Drop Dead Date that Seller agree to the Drop Dead Date Extension under the circumstances permitted for a Drop Dead Date Extension described in Section 12.1.4, and Seller so agreed to the Drop Dead Date Extension or (ii) Seller has not agreed to the Drop Dead Date Extension following Purchaser’s failure, within five Business Days after Seller’s request, to confirm in writing to Seller that either (1) the financing commitment contained in the Financing Letter has been extended through the period of the Drop Dead Extension, or (2) Purchaser has sufficient funds on hand or otherwise has available Financing to consummate the Transactions, then Purchaser shall pay or cause to be paid the Purchaser Termination Fee to Seller promptly, and in any event within two Business Days following such termination, by wire transfer of same day funds to one or more accounts designated by the Seller.
Purchaser Termination Fee. (a) In the event that this Agreement shall be terminated (i) by the Company pursuant to Section 8.1(c)(ii) (at any time at which Purchaser would not have been entitled to terminate this Agreement pursuant to Section 8.1(d)(ii)), or (ii) by the Company or the Purchaser pursuant to Section 8.1(b)(ii) and, in the case of this clause (ii), at such time of termination, (A) all of the conditions set forth in Section 7.1 and Section 7.2 have been and remain satisfied or are capable of being satisfied at such time (with respect to those conditions that by their terms are to be satisfied at the Closing) and (B) the Company confirms to the Purchaser in writing that (x) all of the conditions set forth in Section 7.3 have been and remain satisfied or are capable of being satisfied at such time (with respect to those conditions that by their terms are to be satisfied at the Closing) or it is willing to waive any unsatisfied conditions in Section 7.3 for the purpose of consummating the Closing and (y) it is willing and able to consummate the Closing, then the Purchaser shall pay to the Company a termination fee of $50,000,000 (the “Termination Fee”) in same day funds within two Business Days after such termination of this Agreement.
Purchaser Termination Fee. In the event that:
Purchaser Termination Fee. (a) In the event that this Agreement has been terminated (i) by Purchaser pursuant to Section 8.1(b), if at the time of such termination by Purchaser the Company would have been able, upon notice to Purchaser, to terminate this Agreement pursuant to Section 8.1(d)(ii), or (ii) by the Company pursuant to Section 8.1(d)(ii), then within two (2) Business Days following such termination Purchaser shall pay or cause to be paid to the Company an aggregate amount equal to Twenty Two Million Dollars ($22,000,000) (the “Purchaser Termination Fee”). The parties understand and agree that in no event shall Purchaser be required to pay the Purchaser Termination Fee on more than one occasion.
Purchaser Termination Fee. (a) If a Purchaser Damages Event occurs, the Company shall pay to, or to the order of, the Purchaser, the Purchaser Termination Fee in accordance with Section 8.1(b). For the purposes of this Agreement, “
