Carroll Termination Fee Sample Clauses

Carroll Termination Fee. In recognition of the efforts, expenses and other opportunities foregone by Purchaser while structuring and pursuing the Merger, Carroll shall pay to Purchaser by wire transfer of immediately available funds a termination fee equal to $1,000,000 (the “Carroll Termination Fee”) if Purchaser or Carroll terminates this Agreement pursuant to Sections 7.1(g) or 7.1(h), then Carroll shall pay the Carroll Termination Fee at or prior to the time of such termination. If payment of the Carroll Termination Fee is timely made, then Purchaser will have no other rights or claims against Carroll and its officers, directors, attorneys and financial advisors under this Agreement, it being agreed that the acceptance of the Carroll Termination Fee under this Section 8.1 will constitute the sole and exclusive remedy of Purchaser against Carroll and its officers, directors, attorneys and financial advisors.