Antirust Termination Fee Sample Clauses

Antirust Termination Fee. Purchaser shall pay to Seller (or an Approved Recipient designated in writing by Seller) an amount equal to KRW 344,000,000,000 (the “Antitrust Termination Fee”), if this Agreement is terminated pursuant to Section 9.1(b)(i) or Section 9.1(b)(iii) (to the extent that the Legal Restraint is in respect of any Regulatory Law) and, at the time of such termination, (A) the conditions set forth in Section 8.1(a) or Section 8.1(b) (to the extent that the Legal Restraint is in respect of any Regulatory Law) have not been satisfied and (B) all of the conditions to the Closing, other than the conditions set forth in Section 8.1(a) and Section 8.1(b) (to the extent that the Legal Restraint is in respect of any Regulatory Law) have been satisfied (or in the case of conditions that by their nature are to be satisfied at the Closing, are capable of being satisfied if the Closing were to occur on the date of such termination) or waived. In the event that a Termination Fee is due and payable under this Section 9.3(b), such fee shall be paid by wire transfer to the account specified in writing by Seller of same-day funds within ten (10) Business Days after termination of this Agreement. Notwithstanding anything to the contrary in this Agreement, in no event shall Purchaser be required to (i) pay both the Purchaser Termination Fee and the Antitrust Termination Fee, (ii) pay any Termination Fee more than once or (iii) pay the Antitrust Termination Fee if the condition in Section 8.1(a) and/or Section 8.1(b) (to the extent that the Legal Restraint is in respect of any Regulatory Law) are not satisfied primarily due to Parent’s or Seller’s refusal to agree to any requirements of a Governmental Entity (in respect of Regulatory Laws) with respect to the consummation of the Sale, the Retained Businesses or the Retained Interest.
Sample 1
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Related to Antirust Termination Fee

  • 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.

  • Company Termination Fee (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.

  • Post Termination For a period ending on the second anniversary of the Termination Date, Lessee shall effect and maintain for the benefit of the Indemnitees ongoing third party legal liability insurance in respect of the risks and liabilities covered by the insurance required by Clause 14.4.

  • Post-Termination Cooperation Executive agrees that during and after employment with the Company and without additional compensation (other than reimbursement for reasonable associated expenses) to cooperate with the Company in the following areas:

  • Termination Fee (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.

  • Effect of Termination; Termination Fee (a) In the event of the termination and abandonment of this Agreement pursuant to Section 10.1, the Agreement shall terminate and have no effect, except as otherwise provided herein and except that the provisions of this Section 10.2, Section 10.5 and Article 11 of this Agreement shall survive any such termination and abandonment.

  • Post-Termination Period Because of the difficulty of establishing when any idea, process or invention is first conceived or developed by the Employee, or whether it results from access to Confidential Information or the Company’s equipment, facilities, and data, the Employee agrees that any idea, invention, research, plan for products or services, marketing plan, computer software (including, without limitation, source code), computer program, original work of authorship, character, know-how, trade secret, information, data, developments, discoveries, technology, algorithm, design, patent or copyright, or any improvement, rights, or claims relating to the foregoing, shall be presumed to be an Invention if it is conceived, developed, used, sold, exploited or reduced to practice by the Employee or with the aid of the Employee within one (1) year after termination of employment. The Employee can rebut the above presumption if he proves the idea, process or invention (i) was first conceived or developed after termination of employment, (ii) was conceived or developed entirely on the Employee’s own time without using the Company’s equipment, supplies, facilities, personnel or Confidential Information, and (iii) did not result from or is not derived directly or indirectly, from any work performed by the Employee for the Company or from work performed by another employee of the Company to which the Employee had access.

  • Early Termination Fee In the event that the Funds terminate this Agreement prior to the five (5) year anniversary of the Effective Date (the “Anniversary Date”), other than due to the Transfer Agent’s bankruptcy under Section 12.6, or for cause under Section 12.7, or under Section 4.2 in the event the Transfer Agent ceases to be a registered transfer agent under the 1934 Act, or under Section 4.9 in the event the Transfer Agent violates clauses (a) or (b) of that Section, the Funds shall pay to the Transfer Agent an early termination fee (the “Early Termination Fee”), the amount of which shall be determined as follows:

  • Post-Termination Benefits If the Executive's employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay to the Executive the Executive's normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason.

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