Common use of Effect of Termination; Termination Fee Clause in Contracts

Effect of Termination; Termination Fee. (a) If this Agreement is terminated pursuant to Section 9.01 hereof, this Agreement shall become void and of no effect with no liability on the part of any party hereto, except that the agreements contained in Sections 7.13, 9.04(b) and 10.04 hereof shall survive the termination hereof and the Termination Option Agreement shall survive in accordance with its terms, and except that no such termination shall relieve any party from liability for breach of this Agreement or failure by it to perform its obligations hereunder. (b) If (i) Parent or Holdings shall have terminated this Agreement pursuant to clause (e) of Section 9.01 hereof or (ii) the Company shall have terminated this Agreement pursuant to clause (h) of Section 9.01 hereof, then in either such case, the Company shall promptly, but in no event later than two business days after the date of such failure to close or termination, pay Parent a termination fee of $5,000,000 plus an amount, not to exceed $1,000,000, equal to the actual and reasonably documented out-of-pocket expenses incurred by Parent and Equity Group Investments, Inc. directly attributable to the proposed acquisition of the Company, including negotiation and execution of this Agreement and the attempted financing and completion of the Merger, which fee and amount shall be payable in same day funds. In no event shall the Company be required to pay more than one termination fee and reimbursement of expenses pursuant to this Section 9.04(b).

Effect of Termination; Termination Fee. (a) If this Agreement is terminated pursuant to Section 9.01 hereof, this Agreement shall become void and of no effect with no liability on the part of any party hereto, except that the agreements contained in Sections 7.13, 9.04(b) and 10.04 hereof shall survive the termination hereof and the Termination Option Agreement shall survive in accordance with its terms, and except that no such termination shall relieve any party from liability for breach of this Agreement or failure by it to perform its obligations hereunder. (b) If (i) Parent or Holdings shall have terminated this Agreement pursuant to clause (e) of Section 9.01 hereof or (ii) the Company shall have terminated this Agreement pursuant to clause (h) of Section 9.01 hereof, then in either such case, the Company shall promptly, but in no event later than two business days after the date of such failure to close or termination, pay Parent a termination fee of $5,000,000 plus an amount, not to exceed $1,000,000, equal to the actual and reasonably documented out-of-pocket expenses incurred by Parent and Equity Group Investments, Inc. directly attributable to the proposed acquisition of the Company, including negotiation and execution of this Agreement and the attempted financing and completion of the Merger, which fee and amount shall be payable in same day funds. In no event shall the Company be required to pay more than one termination fee and reimbursement of expenses pursuant to this Section 9.04(b).be

Effect of Termination; Termination Fee. (a) If this Agreement is terminated pursuant to Section 9.01 hereof10.01, this Agreement shall become void and of no effect with no liability on the part of any party hereto, except that the agreements contained in Sections 7.137.01, 9.04(b) and 10.04 hereof 11.04 shall survive the termination hereof and the Termination Option Agreement shall survive in accordance with its termshereof, and except that no such termination shall relieve any party from liability for breach of this Agreement or failure by it to perform its obligations hereunder. (b) If (i) Parent Buyer or Holdings Newco shall have terminated this Agreement pursuant to clause any of clauses (d), (e) or (f) of Section 9.01 10.01 hereof or (ii) the Company shall have terminated this Agreement pursuant to clause (hg) of Section 9.01 10.01 hereof, then in either such case, case the Company shall promptly, but in no event later than two business days after the date of such failure to close termination or terminationevent, pay Parent Buyer a termination fee of $5,000,000 3,000,000 plus an amount, not to exceed $1,000,000500,000, equal to the Buyer's actual and reasonably documented out-of-pocket expenses incurred by Parent and Equity Group Investments, Inc. directly attributable to the proposed acquisition of the Company, including negotiation and execution of this Agreement and the attempted financing and completion of the Merger, which fee and amount shall be payable in same day funds. In no event shall the Company be required to pay more than one termination fee and reimbursement of expenses pursuant to this Section 9.04(b10.04(b).

Effect of Termination; Termination Fee. (a) If this -------------------------------------- Agreement is terminated pursuant to Section 9.01 hereof10.01, this Agreement shall become void and of no effect with no liability on the part of any party hereto, except that the agreements contained in Sections 7.137.01, 9.04(b) and 10.04 hereof 11.04 shall survive the termination hereof and the Termination Option Agreement shall survive in accordance with its termshereof, and except that no such termination shall relieve any party from liability for breach of this Agreement or failure by it to perform its obligations hereunder. (b) If (i) Parent Buyer or Holdings Newco shall have terminated this Agreement pursuant to clause any of clauses (d), (e) or (f) of Section 9.01 10.01 hereof or (ii) the Company shall have terminated this Agreement pursuant to clause (hg) of Section 9.01 10.01 hereof, then in either such case, case the Company shall promptly, but in no event later than two business days after the date of such failure to close termination or terminationevent, pay Parent Buyer a termination fee of $5,000,000 3,000,000 plus an amount, not to exceed $1,000,000500,000, equal to the Buyer's actual and reasonably documented out-of-pocket expenses incurred by Parent and Equity Group Investments, Inc. directly attributable to the proposed acquisition of the Company, including negotiation and execution of this Agreement and the attempted financing and completion of the Merger, which fee and amount shall be payable in same day funds. In no event shall the Company be required to pay more than one termination fee and reimbursement of expenses pursuant to this Section 9.04(b10.04(b).