Damages Fee. (a) (i) In the event of any valid termination of this Agreement by the Parent in accordance with the provisions of Section 9.2(b) or (f) above, the Parent shall be entitled to a lump sum payment from the Company equal to $50,000 plus Parent's documented transaction-related legal expenses in an amount not to exceed $50,000 (collectively, the "Damages Fee").
Damages Fee. (a) In the event of any valid termination of this Agreement by Parent in accordance with the provisions of Section 9.1(b) or (d) above, Parent shall be entitled to a lump sum payment from the Company equal to $100,000 plus Parent’s documented transaction-related legal expenses in an amount not to exceed $20,000 (collectively, the “Damages Fee”); provided, however, that no Damages Fee shall be due in the event that the Company fails to proceed to Closing prior to the Termination Date due to any of the following circumstances: (i) a domestic or international event, act or occurrence (including any major terrorist attack in the United States, Canada or Western Europe) has materially disrupted or is reasonably likely to disrupt, general securities markets in the United States; (ii) if trading on the New York Stock Exchange, the American Stock Exchange, The Boston Stock Exchange or in the over-the-counter market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the over-the-counter market by the NASD or by order of the Commission or any other government authority having jurisdiction, (iii) if the United States shall have become involved in a war or major hostilities, (iv) if a banking moratorium has been declared by a California, New York or Nevada State or federal authority, (v) if the Company, Parent or LCC shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the opinion of the Company, make it inadvisable to proceed with the Closing of the LCC Merger, or (vi) if any adverse regulatory actions or requirements are imposed by any court, the SEC or other regulatory authorities on the Merger and related transactions (including, without limitation, any requirement that Parent seek approval of its stockholders in connection with the transactions contemplated by this Agreement).
