Common use of Company Payments Clause in Contracts

Company Payments. (i) If this Agreement is terminated by the Buyer prior to the Closing Time pursuant to Section 7.1(d), the Company shall promptly, but in any event no later than one day after the date requested by the Buyer, pay the Buyer a fee equal to all of the Buyer's fees and expenses, including, without limitation, costs of internal, legal, accounting and similar professional services incurred in connection with this Agreement and the transactions contemplated herein, in immediately available funds; PROVIDED, HOWEVER that the maximum amount payable by the Company to the Buyer under this Section 7.3(b)(i) shall be $2,000,000.00 (the "TERMINATION FEE"). (ii) If this Agreement is terminated by the Buyer prior to the Closing Time pursuant to Section 7.1(e), the Company shall promptly, but in no event later than one day after the date requested by the Buyer, pay the Buyer the Termination Fee plus an additional fee equal to U.S. $27,000,000.00 in immediately available funds. (iii) The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Buyer would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b), and, in order to obtain such payment, the Buyer makes a claim that results in a judgment against the Company, the Company shall pay to the Buyer its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate set by Bank of America N.T. and S.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of any intentional or willful breach of or fraud in connection with this Agreement.

Company Payments. (i) If In the event that this Agreement is terminated ---------------- by Parent or the Buyer prior to the Closing Time Company, as applicable, pursuant to Section 7.1(dSections 7.1(b), the Company shall promptly, but in any event no later than one day after the date requested by the Buyer, pay the Buyer a fee equal to all of the Buyer's fees and expenses, including, without limitation, costs of internal, legal, accounting and similar professional services incurred in connection with this Agreement and the transactions contemplated herein, in immediately available funds; PROVIDED, HOWEVER that the maximum amount payable by the Company to the Buyer under this Section 7.3(b)(i(d) shall be $2,000,000.00 or (the "TERMINATION FEE"). (ii) If this Agreement is terminated by the Buyer prior to the Closing Time pursuant to Section 7.1(ee), the Company shall promptly, but in no event later than one day two days after the date requested by the Buyerof such termination, pay the Buyer the Termination Fee plus an additional Parent a fee equal to eleven million U.S. Dollars ($27,000,000.00 11,000,000) in immediately available funds. funds (iiithe "Termination Fee"); provided, -------- however, that in the case of termination under Section 7.1(b) or 7.1(d), such ------- payment shall be made only if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced an Acquisition Proposal and within 12 months following the termination of this Agreement a Company Acquisition (as defined below) is consummated, and provided, -------- further that in the case of termination under Section 7.1(e), such payment shall ------- be made only if within nine (9) months following termination of this Agreement, a Company Acquisition is consummated or the Company enters into an agreement providing for a Company Acquisition. The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Buyer Parent would not enter into this Agreement. Accordingly; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b), and, in order to obtain such payment, the Buyer Parent makes a claim that results in a judgment against the CompanyCompany for the amounts set forth in this Section 7.3(b), the Company shall pay to the Buyer Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate set by of Bank of America N.T. and S.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of any intentional or willful breach of or fraud in connection with this Agreement.this

Company Payments. (i) If this Agreement is terminated by the Buyer prior to the Closing Time Parent or Company, as applicable, pursuant to Sections 8.01(b)(i) or (ii) or Section 7.1(d8.01(c), the Company shall promptly, but in any event no later than one day two days after the date requested by the Buyerof such termination, pay the Buyer Parent a fee equal to all $1.35 million in immediately available funds (the "Termination Fee"); provided, that in the case of a termination under Section 8.01(b)(i) or (ii) prior to which no Triggering Event has occurred, (i) such payment shall be made only if (A) following the Buyer's fees and expenses, including, without limitation, costs date of internal, legal, accounting and similar professional services incurred in connection with this Agreement and the transactions contemplated herein, in immediately available funds; PROVIDED, HOWEVER that the maximum amount payable by the Company prior to the Buyer under termination of this Section 7.3(b)(iAgreement, any Acquisition Proposal shall have been publicly announced or shall have become publicly known, and (B) shall be $2,000,000.00 within 12 months following the termination of this Agreement, either a Company Acquisition (the "TERMINATION FEE"). as defined below) is consummated, or Company enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated, and (ii) If this Agreement is terminated by the Buyer prior to the Closing Time pursuant to Section 7.1(e), the Company such payment shall be made promptly, but in any event no event later than one day two days after the date requested by the Buyer, pay the Buyer the Termination Fee plus an additional fee equal to U.S. $27,000,000.00 in immediately available funds. (iii) The consummation of such Company Acquisition. Company acknowledges that the agreements contained in this Section 7.3(b8.03(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Buyer Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b8.03(b), and, in order to obtain such payment, the Buyer Parent makes a claim that results in a judgment against the Company, the Company shall pay to the Buyer Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b8.03(b) at the prime rate set by Bank of America N.T. and S.A. X.X. Xxxxxx Xxxxx & Co. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b8.03(b) shall not be in lieu of damages incurred in the event of any intentional or willful breach of or fraud in connection with this Agreement.

Company Payments. (i) If In the event that this Agreement is terminated by the Buyer prior to the Closing Time Parent or Company, as applicable, pursuant to Section Sections 7.1(b), 7.1(d), the Company shall promptly, but in any event no later than one day after the date requested by the Buyer, pay the Buyer a fee equal to all of the Buyer's fees and expenses, including, without limitation, costs of internal, legal, accounting and similar professional services incurred in connection with this Agreement and the transactions contemplated herein, in immediately available funds; PROVIDED, HOWEVER that the maximum amount payable by the Company to the Buyer under this Section 7.3(b)(i7.1(e) shall be $2,000,000.00 (the "TERMINATION FEE"). (ii) If this Agreement is terminated by the Buyer prior to the Closing Time pursuant to Section 7.1(eor 7.1(g), the Company shall promptly, but in no event later than one day two days after the date requested by the Buyerof such termination, pay the Buyer the Termination Fee plus an additional Parent a fee equal to U.S. $27,000,000.00 1.0 million in immediately available funds. the form of a credit against fees payable by Parent to Company under the Reseller Agreement between Parent and Company dated as of October 29, 2002, as amended or extended from time to time or any replacement agreement thereto (iiithe “Termination Fee”); provided, that in the case of a termination under Sections 7.1(b), 7.1(d) The or 7.1(g) prior to which no Triggering Event has occurred, (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person has publicly announced an Acquisition Proposal and (B) within 12 months following the termination of this Agreement, either a Company Acquisition (as defined below) is consummated, or Company enters into a Contract providing for a Company Acquisition and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of any such Company Acquisition or the entry by Company into any such Contract. Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, the amount of, and the basis for payment of, the Termination Fee are reasonable and appropriate in all respects, and that, without these agreements, the Buyer Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts Termination Fee due pursuant to this Section 7.3(b), and, in order to obtain such payment, the Buyer Parent makes a claim that results in a judgment against Company for the Companyamounts set forth in this Section 7.3(b), the Company shall pay to the Buyer Parent its reasonable costs and expenses (including reasonable attorneys' ’ fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate set by of Bank of America N.T. and S.A. America, N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of any intentional or willful breach of or fraud in connection with this Agreement.

Company Payments. (i) If In the event that this Agreement is terminated by the Buyer prior to the Closing Time ---------------- Parent or Company, as applicable, pursuant to Section Sections 7.1(b), 7.1(d), the Company shall promptly, but in any event no later than one day after the date requested by the Buyer, pay the Buyer a fee equal to all of the Buyer's fees and expenses, including, without limitation, costs of internal, legal, accounting and similar professional services incurred in connection with this Agreement and the transactions contemplated herein, in immediately available funds; PROVIDED, HOWEVER that the maximum amount payable by the Company to the Buyer under this Section 7.3(b)(i7.1(e) shall be $2,000,000.00 (the "TERMINATION FEE"). (ii) If this Agreement is terminated by the Buyer prior to the Closing Time pursuant to Section 7.1(eor 7.1(g), the Company shall promptly, but in no event later than one day two days after the date requested by the Buyerof such termination, pay the Buyer the Termination Fee plus an additional Parent a fee equal to U.S. $27,000,000.00 45.5 million in immediately available funds. funds (iiithe "Termination Fee"); provided, that in the case of a termination under Sections 7.1(b), 7.1(d) The or 7.1(g) prior to which no Triggering Event has occurred, (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person has publicly announced an Acquisition Proposal and (B) within 18 months following the termination of this Agreement, either a Company Acquisition (as defined below) is consummated, or Company enters into a Contract providing for a Company Acquisition and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of any such Company Acquisition or the entry by Company into any such Contract. Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, the amount of, and the basis for payment of, the Termination Fee are reasonable and appropriate in all respects, and that, without these agreements, the Buyer Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts Termination Fee due pursuant to this Section 7.3(b), and, in order to obtain such payment, the Buyer Parent makes a claim that results in a judgment against Company for the Companyamounts set forth in this Section 7.3(b), the Company shall pay to the Buyer Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate set by of Bank of America N.T. and S.A. America, N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of any intentional or willful breach of or fraud in connection with this Agreement.