Antitrust Termination Fee. (a) In the event that (i) this Agreement is terminated by Horizon or Pasha pursuant to Section 9.1(a)(i) or (ii) and at the time of such termination the conditions set forth in Section 7.1(a) and/or (b) are not then satisfied and all other conditions to the Closing set forth in Article VII shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing but which conditions would be satisfied or would be capable of being satisfied if the Closing Date were the date of such termination) or (ii) this Agreement is terminated by Horizon pursuant to Section 9.1(f), then Pasha shall pay or cause to be paid as directed by Horizon a termination fee of thirty million dollars ($30,000,000) (the “Antitrust Termination Fee”) substantially concurrently with the termination of this Agreement. Pasha acknowledges and agrees that Pasha shall be the sole party responsible for the payment of the Antitrust Termination Fee and Pasha may not seek contribution or payment of funds from any other Person, including Xxxxxx and the Financing Sources, for the payment of the Antitrust Termination Fee. For the avoidance of doubt, the parties hereto acknowledge that if any regulatory approval or other condition required for the consummation of the Merger Agreement has not been obtained or satisfied, such fact in and of itself shall not give rise to any obligation to pay the Antitrust Termination Fee under this Section 9.3.
Antitrust Termination Fee. “Antitrust Termination Fee” shall have the meaning set forth in Section 9.3(a).
Antitrust Termination Fee. In the event that (i) this Agreement is validly terminated pursuant to Section 8.l(b), and (ii) as of the date of such termination, all of the conditions set forth in Article VU were satisfied or waived in writing by the applicable Party, other than (A) those conditions which (1) by their terms or nature are to be satisfied by performance at the Closing and (2) would reasonably be expected to be satisfied if the Closing had occurred on the date of such termination, and (B) the condition set forth in Section 7.l(b) (and the condition in Section 7.l(a), if such effective Law, injunction, writ, Order or Action relates solely to the HSR Act), Buyer shall pay or cause to be paid an amount in cash equal to $1,325,000 to Seller promptly, and in any event within three (3) Business Days following such termination, by wire transfer of immediately available funds to an account designated by Seller in writing at least two (2) Business Days prior to such date.
