Common use of Effect of Termination and Payment Clause in Contracts

Effect of Termination and Payment. (a) In the event of termination of this Agreement as provided in Section 7.1 hereof and the payment of a Delta Termination Fee (as defined in Section 7.2(b)) or Northwest Termination Fee (as defined in Section 7.2(c)), if any, this Agreement shall forthwith become void and have no effect and there shall be no liability of any nature whatsoever on the part of any of the parties, except (i) as set forth in Section 5.2(b), Section 5.5, this Section 7.2, as well as Article VIII (other than Section 8.1) to the extent applicable to such surviving sections, each of which shall survive termination of this Agreement, and (ii) that nothing herein shall relieve any party from any further liability for any intentional and material breach of any representation, warranty, covenant or agreement of such party contained herein. No termination of this Agreement shall affect the obligations of the parties contained in the CDA, all of which obligations shall survive termination of this Agreement in accordance with their terms. (b) Delta shall pay Northwest, by wire transfer of immediately available funds, the sum of $165 million (the “Delta Termination Fee”) if this Agreement is terminated as follows: (i) if Northwest shall terminate this Agreement pursuant to Section 7.1(e), then Delta shall pay the Delta Termination Fee on the business day following such termination; (ii) if either party shall terminate this Agreement pursuant to (A) Section 7.1(b)(i) and at the time of such termination the Delta Stockholder Approval has not been obtained, or (B)(i) Section 7.1(b)(iv), or (ii) Northwest shall terminate this Agreement pursuant to Section 7.1(c) as a result of a willful breach hereof, and in each such case at any time after the date of this Agreement and before such termination (in case of clause (B)(i), before the Delta Stockholders’ Meeting) an Alternative Transaction Proposal with respect to Delta shall have been publicly proposed or publicly disclosed or otherwise communicated to the management or Board of Directors of Delta, and within 18 months of the date of such termination of this Agreement, Delta or any of its Subsidiaries enters into any definitive agreement with respect to, or consummates any Alternative Transaction, then Delta shall pay the Delta Termination Fee upon the earlier of the date of such execution or consummation (it being understood that in no event shall Delta be required to pay the fee referred to in this Section 7.2(b) on more than one occasion). If Delta fails to pay all amounts due to Northwest on the dates specified, then Delta shall pay all costs and expenses (including legal fees and expenses) incurred by Northwest in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in The Wall Street Journal, from the date such amounts were required to be paid until the date actually received by Northwest. (c) Northwest shall pay Delta, by wire transfer of immediately available funds, the sum of $165 million (the “Northwest Termination Fee”) if this Agreement is terminated as follows: (i) if Delta shall terminate this Agreement pursuant to Section 7.1(f) then Northwest shall pay the Northwest Termination Fee on the business day following such termination; (ii) if either party shall terminate this Agreement pursuant to (A) Section 7.1(b)(i) and at the time of such termination the Northwest Stockholder Approval has not been obtained or (B)(i) Section 7.1(b)(iii), or (ii) Delta shall terminate this Agreement pursuant to Section 7.1(d) as a result of a willful breach hereof, and in each such case at any time after the date of this Agreement and before such termination (in case of clause (B)(i), before the Northwest Stockholders’ Meeting) an Alternative Transaction Proposal with respect to Northwest shall have been publicly proposed or publicly disclosed or otherwise communicated to the management or Board of Directors of Northwest, and within 18 months of the date of such termination of this Agreement, Northwest or any of its Subsidiaries enters into any definitive agreement with respect to, or consummates any Alternative Transaction, then Northwest shall pay the Northwest Termination Fee upon the earlier of the date of such execution or consummation (it being understood that in no event shall Northwest be required to pay the fee referred to in this Section 7.2(c) on more than one occasion). If Northwest fails to pay all amounts due to Delta on the dates specified, then Northwest shall pay all costs and expenses (including legal fees and expenses) incurred by Delta in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in The Wall Street Journal, from the date such amounts were required to be paid until the date actually received by Delta.

Effect of Termination and Payment. (a) In the event of termination of this Agreement as provided in Section 7.1 hereof and the payment of a Delta Thermo Electron Termination Fee (as defined in Section 7.2(b)) or Northwest Fisher Termination Fee (as defined in Section 7.2(c))Fee, if any, this Agreement shall forthwith become void and xxxx xnd have no effect and there shall be no liability of any nature whatsoever on the part of any of the parties, except (i) as set forth in Section 5.2(bSections 5.3(b), Section 5.55.6, this Section 7.2, as well as Article VIII (other than Section 8.1) to the extent applicable to such surviving sections, each of which shall survive termination of this Agreement, and (ii) that nothing herein shall relieve any party from any further liability for any willful or intentional and material breach of any representation, warranty, covenant or agreement of such party contained herein. No termination of this Agreement shall affect the obligations of the parties contained in the CDA, all of which obligations shall survive termination of this Agreement in accordance with their terms. Subject to the foregoing provisions of this Section 7.2(a), payments made pursuant to this Section 7.2 shall be in addition to any other rights, remedies and relief of the parties hereto or with respect to the subject matter of this Agreement. (b) Delta Thermo Electron shall pay NorthwestFisher, by wire transfer of immediately available funds, the sum of $165 million 200 xxxlion (the “Delta "Thermo Electron Termination Fee”") if this Agreement is terminated as follows: (i) if Northwest Fisher shall terminate this Agreement pursuant to Section 7.1(e), then Delta xxxx Thermo Electron shall pay the Delta Thermo Electron Termination Fee on the business day following such termination; (ii) if either party shall terminate this Agreement pursuant to (A) Section 7.1(b)(i) and at the time of such termination the Delta Thermo Electron Stockholder Approval has not been obtained, or (B)(iB) Section 7.1(b)(iv), or (ii) Northwest Fisher shall terminate this Agreement pursuant to Section 7.1(c) as a result of a willful breach hereof), and xxx in each such case at any time after the date of this Agreement and before such termination (in case of clause (B)(i), before the Delta Stockholders’ Meeting) an Alternative Transaction Proposal with respect to Delta Thermo Electron shall have been publicly proposed or publicly disclosed or or, solely in the case of a termination under Section 7.1(c), otherwise communicated to the senior management or Board of Directors of DeltaThermo Electron, and within 18 12 months of the date of such termination of this Agreement, Delta Thermo Electron or any of its Subsidiaries enters into executes any definitive agreement with respect to, or consummates any Alternative Transaction, then Delta Thermo Electron shall pay the Delta Thermo Electron Termination Fee upon the earlier of the date of such execution or consummation (it being understood that in no event shall Delta Thermo Electron be required to pay the fee referred to in this Section 7.2(b) on more than one occasion). If Delta Thermo Electron fails to pay all amounts due to Northwest Fisher on the dates specified, then Delta Thermo Electron shall pay all costx xxx expenses (including legal fees and expenses) incurred by Fisher in connection with any action or proceeding (including the filixx xx any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by Fisher. (c) Fisher shall pay Thermo Electron, by wire xxxxxxer of immediately avaixxxxx funds, the sum of $300 million (the "Fisher Termination Fee") if this Agreement is terminated as follows: (i) if Thermo Electron shall terminate this Agreement pursuant to Section 7.1(f) then Fisher shall pay the Fisher Termination Fee on the business day xxxxxxing such terminxxxxx; (ii) if either party shall terminate this Agreement pursuant to (A) Section 7.1(b)(i) and at the time of such termination the Fisher Stockholder Approval has not been obtained, or (B) Sectiox 0.0(b)(iii), or Thermo Electron shall terminate this Agreement pursuant to Section 7.1(d), and in each such case at any time after the date of this Agreement and before such termination an Alternative Transaction Proposal with respect to Fisher shall have been publicly proposed or publicly disclosed or, xxxely in the case of a termination under Section 7.1(d), otherwise communicated to the senior management or Board of Directors of Fisher, and within 12 months of the date of such termination of xxxx Xgreement, Fisher or any of its Subsidiaries executes any definitive agreemxxx xxth respect to, or consummates any Alternative Transaction, then Fisher shall pay the Fisher Termination Fee upon the date of sucx xxxxution or consummation (xx being understood that in no event shall Fisher be required to pay the fee referred to in this Section 7.0(x) xn more than one occasion). If Fisher fails to pay all amounts due to Thermo Electron on the dates spxxxxxxd, then Fisher shall pay all costs and expenses (including legal fees and expensesexpexxxx) incurred by Northwest Thermo Electron in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in The Wall Street Journal, from the date such amounts were required to be paid until the date actually received by NorthwestThermo Electron. (c) Northwest shall pay Delta, by wire transfer of immediately available funds, the sum of $165 million (the “Northwest Termination Fee”) if this Agreement is terminated as follows: (i) if Delta shall terminate this Agreement pursuant to Section 7.1(f) then Northwest shall pay the Northwest Termination Fee on the business day following such termination; (ii) if either party shall terminate this Agreement pursuant to (A) Section 7.1(b)(i) and at the time of such termination the Northwest Stockholder Approval has not been obtained or (B)(i) Section 7.1(b)(iii), or (ii) Delta shall terminate this Agreement pursuant to Section 7.1(d) as a result of a willful breach hereof, and in each such case at any time after the date of this Agreement and before such termination (in case of clause (B)(i), before the Northwest Stockholders’ Meeting) an Alternative Transaction Proposal with respect to Northwest shall have been publicly proposed or publicly disclosed or otherwise communicated to the management or Board of Directors of Northwest, and within 18 months of the date of such termination of this Agreement, Northwest or any of its Subsidiaries enters into any definitive agreement with respect to, or consummates any Alternative Transaction, then Northwest shall pay the Northwest Termination Fee upon the earlier of the date of such execution or consummation (it being understood that in no event shall Northwest be required to pay the fee referred to in this Section 7.2(c) on more than one occasion). If Northwest fails to pay all amounts due to Delta on the dates specified, then Northwest shall pay all costs and expenses (including legal fees and expenses) incurred by Delta in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in The Wall Street Journal, from the date such amounts were required to be paid until the date actually received by Delta.