Buyer Termination Fee Clause Samples
The Buyer Termination Fee clause establishes a financial penalty that the buyer must pay if they choose to terminate the agreement under certain specified circumstances. Typically, this fee applies if the buyer backs out of the transaction for reasons not permitted by the contract, such as failing to secure financing or simply changing their mind. By requiring the buyer to pay a set fee upon termination, this clause compensates the seller for lost time and potential opportunities, discouraging frivolous cancellations and providing a clear remedy for breach.
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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) If the Sellers’ Representative terminates this Agreement pursuant to Sections 10.1(c) or 10.1(e), then US Buyer shall pay to the Sellers’ Representative a fee equal to the amount set forth in Section 10.3(a) of the Disclosure Schedule in cash (the “Buyer Termination Fee”). US Buyer shall pay the Buyer Termination Fee to the Sellers’ Representative (to an account designated in writing by the Sellers’ Representative) concurrently with such termination of this Agreement by US Buyer or no later than three Business Days after the date of the applicable termination by the Sellers’ Representative. US Buyer acknowledges that the provisions of this Section 10.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Seller Parties would not enter into this Agreement. If, in order to obtain payment of the Buyer Termination Fee, the Sellers’ Representative commences a suit that results in a judgment for the Sellers’ Representative requiring US Buyer to pay the Buyer Termination Fee, US Buyer shall pay the Sellers’ Representative’s reasonable and documented costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Sellers’ Representative in connection with such suit. In light of the difficulty of accurately determining actual Losses with respect to the foregoing, the Parties acknowledge that the Buyer Termination Fee, in the circumstances in which such Buyer Termination Fee becomes payable, constitutes a reasonable estimate of the Losses that will be suffered by reason of any such termination of this Agreement and constitutes liquidated damages and is not a penalty. Under no circumstances shall US Buyer be required to pay the Buyer Termination Fee on more than one occasion.
(b) Notwithstanding anything to the contrary in this Agreement, if this Agreement is terminated under circumstances in which US Buyer is obligated to pay the Buyer Termination Fee pursuant to this Section 10.3, the payment of the Buyer Termination Fee and, if applicable, the costs and expenses of the Sellers’ Representative pursuant to Section 10.3(a) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Seller Parties, the Sellers’ Representative or any of their Affiliates or any other Seller Related Party against any Buyer, any Financing Source or prospective Financing Source of such Buyer, any of their respective direct or indirect former, current and f...
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. (a) If (i) the Company or the Stockholder Representative terminate this Agreement (A) pursuant to Section 8.01(c)(i), or (B) pursuant to Section 8.01(c)(ii) as a result of Buyer’s failure to satisfy the conditions set forth in Section 6.03 and the conditions to Buyer’s obligations to consummate Closing under Section 6.01 and Section 6.02 have been satisfied (other than Section 6.02(p) and any such conditions which by their nature are to be satisfied by the Closing Date), or (C) pursuant to Section 8.01(c)(iii) or Section 8.01(c)(iv), in each case other than where such termination rights arise from or relate to a Buyer Willful Breach or (ii) Buyer terminates this Agreement pursuant to Section 8.01(b)(v), the parties agree that the Company shall have suffered a loss in value of an incalculable nature and amount, unrecoverable in Law, and Buyer shall pay the Buyer Termination Fee to the Company, 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 by Buyer to the Company in immediately available funds by wire transfer no later than five (5) Business Days after such termination. The term “Buyer Termination Fee” shall mean an amount equal to $17,000,000.
Buyer Termination Fee. (a) If this Agreement is properly terminated by (i) Parent pursuant to Section 8.1(b) (Breach) or Section 8.1(d) (Failure to Close) or (ii) Buyer pursuant to Section 8.1(e) (Outside Date) and, in the case of this clause (ii), at such time Parent had the right to terminate this Agreement pursuant to Section 8.1(b) (Breach) or Section 8.1(d) (Failure to Close), then Buyer will, within five (5) Business Days after such termination, pay to Parent a cash fee equal to One Hundred Thirty Four Million Seven Hundred Fifty Thousand Dollars ($134,750,000) (the “Buyer Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent at least two (2) Business Days prior to the payment date.
(b) Each Party acknowledges and agrees that the agreement contained in this Section 8.3 is an integral part of the transactions contemplated by this Agreement and that, without such agreement, the other Party would not enter into this Agreement. Parent further agrees and acknowledges that, except as expressly permitted by Section 10.12, if Buyer fails to effect the transactions contemplated by this Agreement or otherwise is in breach of this Agreement prior to the Closing, then (i) Parent’s and its Affiliates’ sole and exclusive remedy against Buyer, the Equity Financing Source, the Debt Financing Sources, their respective Affiliates and any of their respective former, current and future direct or indirect equity holders, controlling persons, stockholders, agents, Affiliates, members, managers, general or limited partners, assignees or Representatives (collectively, the “Buyer Related Parties”), whether at law or equity, in contract, in tort or otherwise, will be to terminate this Agreement in accordance with Section 8.1 and, if Buyer is required to pay the Buyer Termination Fee pursuant to Section 8.3(a), to collect the Buyer Termination Fee and the reimbursement of fees, costs and expenses as provided in the last sentence of Section 8.3(c), (ii) the payment of the Buyer Termination Fee is not a penalty and will be deemed to be liquidated damages in a reasonable amount that will compensate Parent for any and all direct or indirect Liabilities of any kind, character or description incurred or suffered by Parent or any other Person in connection with this Agreement or the transactions contemplated by this Agreement (which amount would otherwise be impossible to calculate with precision), and (iii) other than as otherwise provi...
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) 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. (a) If Buyer terminates this Agreement pursuant to Section 9.01(b)(iii) or Seller terminates this Agreement pursuant to Section 9.01(c), other than termination because of a failure of any condition set forth in Section 7.01 or Section 7.03(c), and all of the conditions to Buyer’s obligations to consummate the Closing under Section 7.02 have been satisfied, Buyer shall instruct the Escrow Agent to pay to Sellers 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.
(b) If the parties mutually agree to terminate this Agreement, Buyer terminates this Agreement for any reason set forth in Section 9.01(b)(i), or (ii), Seller terminates this Agreement pursuant to Section 9.01(c) because of a failure of any condition set forth in Section 7.01 or Section 7.03(c), or either Party terminates this Agreement pursuant to Section 9.01(d), or this Agreement is terminated, voided, or made invalid for any reason not set forth in Section 9.02(a), the Buyer shall not be required to pay the Buyer Termination Fee to Sellers and the Buyer shall immediately be entitled to a return of the Buyer Termination Fee from the Escrow Agent.
(c) Notwithstanding anything to the contrary in this Agreement, (i) Sellers’ right to receive payment of the Buyer Termination Fee pursuant to this Section 9.02 shall be the sole and exclusive remedy of Sellers or any of their 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 (ii) upon payment of the Buyer Termination Fee by the Escrow Agent to Sellers, none of 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 Buyer's failure to consummate the transactions contemplated by this Agreement or any of the Ancillary Documents. In no event shall Sellers seek any (x) equitable relief or equitable remedies of any kind whatsoever or (y) money damages or any other recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, other than damages in an amount not in excess of the Buyer Termination Fee, in each case, relating to or arising out of Buyer's failure to consummate the trans...