Certain Payments Upon Termination. (a) In the event that: (A) the Company terminates this Agreement under SECTION 9.1(D) or (B) Parent terminates this Agreement under SECTION 9.1(C)(I), the Company shall pay to Parent a termination fee equal to $1,025,000 plus all actual out of pocket expenses (including, but not limited to, fees of legal counsel, accountants and financial and other advisors) incurred by Parent and any of its Affiliates in connection with the negotiation and execution of this Agreement and the exhibits hereto and the planned consummation of the necessary financing therefor and the Transactions ("Parent Expenses"), provided that such fee shall not exceed Two Million and No/100 Dollars ($2,000,000) in the aggregate (the "TERMINATION FEE").
Certain Payments Upon Termination. 9.3.1. In the event that: (A) the Company terminates this Agreement under Section 9.1.3(ii) or Section 9.1.3(iii), or (B) Recap terminates this Agreement under Section 9.1.2(ii), the Company shall pay to Recap a termination fee in the amount of $10,000,000 (the "TERMINATION FEE").
Certain Payments Upon Termination. If, during the Term of Employment, BuildNet terminates the employment of Employee for Cause, Employee voluntarily terminates his employment with BuildNet, or upon the death or Disability of Employee during the Term of Employment, the Term of Employment shall terminate immediately thereafter, and BuildNet shall pay Employee or his beneficiary such Base Salary as he may be entitled to receive for services rendered prior to the date of such termination. In the event of any such termination, BuildNet shall not be liable for any other payments to Employee. If, during the Term of Employment, BuildNet terminates the employment of Employee without Cause, the obligations of BuildNet pursuant to this Agreement, including but not limited to Sections 3, 4 and 5, shall continue in full force and effect for the remainder of the Term of Employment.
Certain Payments Upon Termination. 76 ARTICLE 10. MISCELLANEOUS............................................................ 77 10.1. CONFIDENTIALITY.......................................................... 77 10.2. EXPENSES................................................................. 78 10.3. NOTICES.................................................................. 78
Certain Payments Upon Termination. 9.3.1. In the event that:
Certain Payments Upon Termination. If the Agreement is terminated on the basis of section 6.2(a), namely that a majority of the shareholders represented in person and by proxy at the Rubicon Shareholders Meeting have not voted in favour of proceeding with the transactions, then Rubicon shall pay an aggregate break fee of $1,290,000 (which represents 3% of $43,000,000) in cash or Rubicon Shares (subject to regulatory approval) to Evanachan, Lexam U.S.A., and the private placement placees (other than Evanachan) in the amounts listed as follows:
Certain Payments Upon Termination. 40 ARTICLE 9. MISCELLANEOUS ................................................... 41 9.1 Entire Agreement; Third Party Beneficiaries ....................... 41 9.2 Successors ........................................................ 41 9.3 Assignments ....................................................... 41 9.4 Notices ........................................................... 41 9.5
Certain Payments Upon Termination. (a) In the event that: (A) the Company terminates this Agreement under Section 8.1(c) or (B) Parent terminates this Agreement under Section 8.1(f), the -------------- -------------- Company shall pay to Parent a termination fee of $4,830,000 (the "Termination Fee").
Certain Payments Upon Termination. 52 ARTICLE 10. MISCELLANEOUS....................................................53
Certain Payments Upon Termination. In the event that (a) either --------------------------------- Agreement under Section 10.1.2(i), 10.1.3 or 10.1.5 due to the failure of the ----------------- ------ ------ Offer to be consummated due to failure of the Minimum Condition to be satisfied (but only if all conditions to the Offer in Annex A other than the Minimum ------- Condition shall have been satisfied or waived), provided that either there has been a Competitive Bid or the Company has become a party to, or within twelve (12) months following the date hereof enters into, an agreement for any Person to acquire a controlling interest or all of the Existing Stock or all or substantially all of the Company Assets), (b) TNF terminates this Agreement under Section 10.1.2(ii) or under Section 10.1.6 (provided that the ------------------ -------------- -50-
