Buyer Termination Fee Sample Clauses

Buyer Termination Fee. In the event that this Agreement is validly terminated by Seller pursuant to Section 9.01(d)(iii); then Buyer shall pay the Buyer Termination Fee to Seller by wire transfer of same-day funds on or prior to the fifth (5th) Business Day following such termination to an account designated by Seller in writing. Notwithstanding anything to the contrary in this Agreement, Seller’s right to receive the Buyer Termination Fee pursuant to this Section 9.06 shall be the sole and exclusive remedy (whether at law, in equity, in contract, tort, through piercing of the corporate veil or otherwise) of Seller against Buyer, its Affiliates, or its or their respective Representatives or any sources of Debt Financing, in each case, for any Losses or Liabilities of any kind (including any losses of any such Person for the benefit of the bargain, opportunity cost, loss of premium, time value of money or otherwise, or for any consequential, special, expectancy, indirect or punitive damages) suffered or incurred by Seller as a result of any breach of any representation, warranty, covenant or agreement or the failure of the Closing or otherwise in connection with this Agreement or the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination (other than Liability for Buyer’s Willful Breach), and Seller shall not be entitled to assert, bring or maintain, any Action against Buyer, its Affiliates or its or their respective Representatives or any sources of Debt Financing arising out of or in connection with this Agreement, the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination, whether by or through attempted piercing of the corporate veil or any legal or equitable proceeding whether at law, in equity, in contract, in tort or otherwise (other than Liability for Buyer’s Willful Breach). For the avoidance of doubt, in no event will Buyer or its Affiliates be obligated to pay, or cause to be paid, the Buyer Termination Fee on more than one occasion or any amounts in excess of the Buyer Termination Fee (except as may be finally determined by a court of competent jurisdiction as a result of Buyer’s Willful Breach). Each Party hereto acknowledges that the agreements contained in this Section 9.06 are an integral part of this Agreement, that the damages resulting from termination of this Agreement under circumstances where a Buyer Ter...

Buyer Termination Fee. (a) Notwithstanding anything to the contrary in this Agreement, in the event that Seller terminates this Agreement pursuant to: (i) Section 7.1(d) and a Financing Failure has occurred; or (ii) Section 7.1(e) (a “Qualified Termination”), then Buyers shall promptly, but in no event later than five (5) Business Days after the date of termination of this Agreement, pay by wire transfer of immediately available funds to accounts designated by Seller, an amount in cash equal to $30,750,000 (the “Buyer Termination Fee”), it being understood that in no event shall Buyers be required to pay the Buyer Termination Fee on more than one occasion. (b) Buyers acknowledge and agree that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Seller would not enter into this Agreement. If Buyers fail to promptly pay the Buyer Termination Fee when due, interest shall accrue on such amount from the date such payment was required to be paid pursuant to the terms of this Agreement until the date of payment at the Applicable Rate. If, in order to obtain such payment, Seller commences a suit that results in judgment for such party for such amount, then Buyers shall pay Seller its reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suit. Each of the parties hereto further acknowledges that the payment by Buyers of the Buyer Termination Fee is not a penalty, but constitutes liquidated damages in a reasonable amount that will compensate Seller in the circumstances in which such fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. (c) Notwithstanding anything to the contrary in this Agreement, in the event a Qualified Termination occurs and the Buyer Termination Fee is paid to Seller, or as directed by Seller: (i) the payment of the Buyer Termination Fee pursuant to Section 7.3(a) shall be the sole and exclusive remedy of Seller and its Affiliates against Buyers and Silgan and their respective Affiliates for any Losses suffered in connection with this Agreement (including as a result of any breach of any covenant or agreement or other provision in...

Buyer Termination Fee. If this Agreement is terminated (a) (x) by Buyer or Seller pursuant to Section 8.01(b)(i) or (y) by Buyer pursuant to any other Section and at such time, Seller had the right to terminate this Agreement pursuant to Section 8.01(b)(i) and, in the case of clauses (x) and (y), as of the time of such termination, one or more of the conditions to Closing set forth in Section 7.01(a)(i) or 7.01(b) (solely to the extent such Governmental Order relates to a U.S. Antitrust Law and was imposed by a Governmental Authority with jurisdiction over the enforcement of U.S. Antitrust Laws) shall not have been satisfied, or (b) by Buyer or Seller pursuant to Section 8.01(b)(ii) or Section 8.01(b)(iii) (in each case, solely to the extent the right to terminate this Agreement results from a Law or Governmental Order, as applicable, imposed by a Governmental Authority with jurisdiction over the enforcement of U.S. Antitrust Laws and relates to a U.S. Antitrust Law), and in the case of clauses (a) and (b), as of the time of such termination, (i) all of the other conditions set forth in Section 7.01 and Section 7.02 have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing; provided that such conditions were then capable of being satisfied if the Closing had taken place) and (ii) Seller is not in breach in any material respect of its obligations under this Agreement in any manner that shall have resulted in the failure of the conditions to Closing referred to in clause (a) above or the imposition of the Law or Governmental Order referred to in clause (b) above, then Buyer shall cause an Affiliate of Buyer that is United States person within the meaning of Section 7701 of the Code for the purposes of Section 250 of the Code (a U.S. Person) to pay to Seller the Buyer Termination Fee in immediately available funds within two Business Days of such termination. Each of the Parties hereto acknowledges that the Buyer Termination Fee is not intended to be a penalty, but rather shall constitute liquidated damages in a reasonable amount compensating Seller in the circumstances in which such Buyer Termination Fee is due and payable, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement, and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. Buyer acknowledg...

Buyer Termination Fee. If the Closing shall not have occurred on or before the End Date to the extent that each and all conditions of Seller and Buyer Group to consummate the transaction contemplated hereby set forth in either Sections 6.1 and 6.3, other than Section 6.1(e), have been satisfied or waived and the condition set forth in Section 6.1(e) is not satisfied for any reason and, as a result thereof, the Agreement is terminated by either Parent or Seller, then Buyer Group shall promptly pay to Seller by wire transfer to such bank account(s) specified by Seller in Section 1.2(a)(i) or such other bank account as specified by Seller, in immediately available United States funds, U.S. $750,000.

Buyer Termination Fee. If this Agreement is terminated pursuant to (a) Section 10.1(b) unless such Governmental Order in effect has been initiated by a third party pursuant to claims (i) wholly unrelated to antitrust or other anti-competitive issues and not as a result of Buyer’s breach of this Agreement or (ii) resulting from the Company’s breach of this Agreement, (b) Section 10.1(b) due to the failure of the satisfaction of the condition set forth in Section 9.1(b), (c) Section 10.1(c) due to the failure of the satisfaction of the condition set forth in Section 9.1(b), or (d) Section 10.1(d), the parties agree that the Company and the Sellers shall have suffered a loss and value to the Company of an incalculable nature and amount, unrecoverable in law, and Buyer shall pay to Sellers a fee of $***** (the “Buyer Termination Fee”), it being understood that in no event shall Buyer be required to pay the Buyer Termination Fee on more than one occasion. The Buyer Termination Fee shall be paid in immediately available funds by wire transfer to the Sellers no later than five (5) Business Days after such termination, with each Seller to receive an amount equal to such Seller’s Pro Rata Portion of the Buyer Termination Fee.

Buyer Termination Fee. (a) Despite any other provision in this Agreement relating to the payment of fees and expenses, if a Buyer Termination Fee Event occurs, the Buyer shall pay the Company the Buyer Termination Fee in accordance with Section 7.07(c). (b) For the purposes of this Agreement, “Buyer Termination Fee” means $1,500,000 and “Buyer Termination Fee Event” means the termination of this Agreement: (i) by the Buyer pursuant to Section 8.03(c); (ii) by the Company pursuant to Section 8.04(c); or (iii) by the Company or the Buyer pursuant to Section 8.02(a) or by the Company pursuant to Section 8.04(a) due to a wilful breach or fraud on the part of the Buyer if: (A) following the date of this Agreement and prior to such termination, an Acquisition Proposal is made or publicly announced by any Person (other than the Company or any of its affiliates); and (B) within 12 months following the date of such termination (i) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) is consummated or effected or (ii) the Buyer or any of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a Contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) and such Acquisition Proposal is later consummated (whether or not within 12 months after such termination). (c) If a Buyer Termination Fee Event occurs due to a termination of this Agreement by the Company pursuant to Section 8.04(c), the Buyer Termination Fee shall be paid prior to or concurrently with the occurrence of such Buyer Termination Fee Event. If a Buyer Termination Fee Event occurs due to a termination of this Agreement by the Buyer pursuant to Section 8.03(c), the Buyer Termination Fee shall be paid within two (2) Business Days following such Buyer Termination Fee Event. If a Buyer Termination Fee Event occurs in the circumstances set out in Section 7.07(b)(iii), the Buyer Termination Fee shall be paid upon the consummation of the Acquisition Proposal referred to therein. Any Buyer Termination Fee shall be paid by the Buyer to the Company (or as the Company may direct by notice in writing), by wire transfer in immediately available funds to an account designated by the Company. (d) The Buyer acknowledges that the agreements contained in this Section 7.07 are an integral part of the transactions contemplated by this Agreement and...

Buyer Termination Fee. In the event that this Agreement is terminated by Seller pursuant to Section 11.1(g), then upon notice from Seller, Buyer shall promptly, but in no event later than three business days after the date of such termination, pay to the Seller a fee of $40,000,000 (the “Buyer Termination Fee”). Any Buyer Termination Fee paid to the Seller pursuant to this Agreement shall be paid by wire transfer of immediately available funds to an account or accounts designated in writing by the Seller to Buyer for such purpose.

Buyer Termination Fee. If this Agreement is terminated pursuant to: (a) Section 11.1(e) in connection with a final and nonappealable Order obtained or issued by a Governmental Authority with respect to any applicable Antitrust Law; or (b) Section 11.1(b) and as of the Outside Date the condition set forth in Section 10.1(b) and/or the condition set forth in Section 10.1(a) (if the applicable Adverse Law or Order is an Order of a court of competent jurisdiction under an Antitrust Law) shall not have been satisfied, then Buyer shall pay to Seller Parent within five (5) Business Days following termination of this Agreement and receipt of reasonably detailed documentation of legal fees and expenses reasonably incurred by Seller Parent or any of its Affiliates in connection with the negotiation of this Agreement and the performance of its obligations hereunder, an amount equal to such legal fees and expenses, not to exceed Three Million Dollars ($3,000,000) (the “Buyer Termination Fee”). In the event the Buyer Termination Fee is payable, such amount shall be paid by wire transfer of immediately available funds to an account designated in writing by Seller Parent. For the avoidance of doubt, in no event shall Buyer be obligated to pay the Buyer Termination Fee on more than one occasion.

Buyer Termination Fee. (a) (i) If Seller terminates this Agreement pursuant to Section 9.3(i) or Section 9.3(ii); or (ii) if Buyer terminates this Agreement except as permitted under Section 9.1 or Section 9.2(iii), the parties agree that Seller shall have suffered a loss of an incalculable nature and amount, unrecoverable in law, and Buyer shall pay to Seller a fee of $500,000 (the "Buyer Termination Fee"), it being understood that in no event shall Buyer be required to pay the Buyer Termination Fee on more than one occasion. The Buyer Termination Fee shall be payable in immediately available funds by wire transfer no later than ten (10) Business Days after such termination. (b) Notwithstanding anything to the contrary in this Agreement, Seller's right to receive payment of the Buyer Termination Fee pursuant to this Section 9.5 shall be the sole and exclusive remedy of Seller or any of its Affiliates against Buyer or any of its Affiliates or any of their respective stockholders, partners, members or representatives for any and all losses that may be suffered based upon, resulting from or arising out of the circumstances giving rise to such termination, and upon payment of the Buyer Termination Fee in accordance with this Section 9.5, none of the Buyer or any of its Affiliates or any of their respective stockholders, partners, members or representatives shall have any further liability or obligation relating to or arising out of this Agreement or any of the Transaction Documents or the transactions contemplated by this Agreement or any of the Transaction Documents.

Buyer Termination Fee. Upon execution of this Agreement, Buyer will pay, or cause to be paid, to the Escrow Agent the Buyer Termination Fee, to be held in escrow by the Escrow Agent in a separate account (the “Buyer Termination Escrow Account”) for the purpose of securing the obligations of Buyer set forth in Section 9.02(a). The Buyer Termination Fee shall be disbursed by the Escrow Agent in accordance with the terms and provisions of the Escrow Agreement, provided, however, that at the Closing, Buyer and Sellers shall jointly instruct the Escrow Agent to release the Buyer Termination Fee to Sellers, to be credited against payment of the Purchase Price. All fees and expenses of the Escrow Agent under the Escrow Agreement shall be borne one half by Sellers and one half by Buyer.