Effect of Termination; Termination Fees. (a) In the event of termination of this Agreement by either Parent or the Company as provided in Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of the Company or Parent (or any shareholder, Affiliate or Representative thereof), whether arising before or after such termination, based on, arising out of or relating to this Agreement or the negotiation, execution, performance or subject matter hereof (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity), except for (i) Section 5.05(c), the last sentence of Section 6.02(b), Section 6.08, this Section 8.02 and Article IX, which provisions shall survive such termination and (ii) subject to Section 8.02(d), liability of any Party (whether or not the terminating Party) for any Willful Breach of this Agreement prior to such termination but solely to the extent such liability arises out of a Willful Breach by such Party of any covenant or agreement set forth herein that gave rise to the failure of a condition set forth in Article VII. The liabilities described in the preceding sentence shall survive the termination of this Agreement.
Effect of Termination; Termination Fees. (a) In the event that this Agreement is terminated as provided in Section 9.1, then this Agreement shall forthwith become null and void and of no further force and effect (except for the provisions of Section 6.4(e), this Section 9.3, Article X, Section 11.3, Section 11.5, Section 11.6 and Exhibit A) and each of the Parties shall be relieved of its duties and obligations arising under this Agreement after the date of such termination and the Parties shall have no further Liability hereunder (except pursuant to Section 6.4(e), this Section 9.3 and Section 11.6); provided, subject to Section 9.3(d), that nothing in this Section 9.3 shall relieve Sellers of any Liability for fraud or a willful breach of this Agreement.
(b) In the event that this Agreement is terminated by the Major Sellers pursuant to Section 9.1(d) or Section 9.1(e), or is terminated by the Major Sellers or Acquirors pursuant to Section 9.1(f) at a time when Sellers could have terminated the Agreement pursuant to Section 9.1(d) or Section 9.1(e), then, in any such case, Acquirors shall promptly, but in no event later than ten Business Days after the date of such termination, pay or cause to be paid to Sellers or their designee an amount in cash equal to $164,643,001 (the “Reverse Termination Fee”) by wire transfer of immediately available funds to one or more accounts designated by Sellers in writing.
(c) It is agreed that the Reverse Termination Fee is an integral part of this Agreement and without the Reverse Termination Fee, Acquirors and Sellers would not have entered into this Agreement. The Reverse Termination Fee is intended to be liquidated damages (and not a penalty). Accordingly, if Acquirors fail to pay the Reverse Termination Fee pursuant to Section 9.3(b) on or prior to the date such amounts are due hereunder, and, in order to obtain such payment, Sellers commence a Proceeding that results in a final, nonappealable judgment against Acquirors for the payment of the Reverse Termination Fee pursuant to Section 9.3(b), Acquirors shall pay, or cause to be paid, to Sellers, interest on such amount at an annual rate equal to the prime rate as published in the Wall Street Journal, Eastern Edition, in effect on the date such amounts were originally due hereunder which shall accrue from such date through the date such payment is actually delivered to Sellers or their designee, and the costs and expenses (including reasonable attorneys’ fees and expenses) incurred by Sellers in connection ...
Effect of Termination; Termination Fees. (a) Except as otherwise expressly set forth in this Section 9.2, in the event of the valid termination of this Agreement pursuant to Section 9.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any Party or its respective Affiliates, directors, officers, employees, stockholders, partners, members or Representatives; provided, that no such termination shall relieve (i) Sellers for fraud or any intentional and willful breach of this Agreement prior to such termination or (ii) Acquiror of its obligation to pay (a) the Termination Fee pursuant to Section 9.2(b), (b) those amounts described in Section 9.2(e), (c) the expense reimbursement obligations of Acquiror pursuant to Section 5.6, (d) the payment obligations of Acquiror pursuant to Section 5.10, and (e) the payment obligations of Acquiror pursuant to Section 6.1(e), in each case to the extent payable under the applicable section of this Agreement. The provisions referred to in clauses (i) and (ii) of the immediately preceding sentence, this Section 9.2 and Article XI are collectively referred to in this Agreement as the “Surviving Provisions.” The Surviving Provisions and any other Section or Article of this Agreement referenced in the Surviving Provisions which are required to survive in order to give appropriate effect to the Surviving Provisions, shall in each case survive any termination of this Agreement to the extent required in order to give appropriate effect to the Surviving Provisions.
(b) In the event that this Agreement is validly terminated by Sellers pursuant to Section 9.1(c)(i) or Section 9.1(d), Acquiror shall promptly, but in no event later than two (2) Business Days after the date of such termination, pay or cause to be paid to Sellers or their designees an amount equal to $67,000,000 (the “Termination Fee”) by wire transfer of same day funds (it being understood that in no event shall Acquiror be required to pay the Termination Fee on more than one occasion, or at all if Acquiror consummates the Transactions, including pursuant to an order of specific performance pursuant to Section 11.14). Solely for purposes of establishing the basis for the amount thereof, and without in any way increasing the amount of the Termination Fee or expanding the circumstances in which the Termination Fee is to be paid, it is agreed that the Termination Fee is a liquidated damage, and not a penalty. The parties hereto expressly acknowledge a...
Effect of Termination; Termination Fees. (a) In the event of valid termination of this Agreement by either the Company or Parent as provided in Section 6.1, this Agreement shall forthwith become void and of no further force or effect and there shall be no Liability on the part of Parent, Merger Sub or the Company or their respective Subsidiaries, officers, directors, employees, agents or representatives or any of the foregoing’s successors or assigns, except that (i) Section 4.2(b) (Confidentiality), this Section 6.2 and Article VII (and all the defined terms appearing in such sections) shall survive termination and remain in full force and effect in accordance with their respective terms and conditions and (ii) subject in all respects to the limitations set forth in this Section 6.2 and Section 7.7 (Specific Performance), nothing herein shall relieve any Person from any Liabilities resulting from fraud or an Intentional Breach prior to such valid termination of this Agreement. Nothing shall limit or prevent any Party from exercising any rights or remedies it may have under Section 7.7 in lieu of terminating this Agreement pursuant to Section 6.2.
(b) In the event that:
(i) this Agreement is validly terminated by Parent pursuant to Section 6.1(d) or by the Company pursuant to Section 6.1(e), then the Company shall pay to Parent prior to or concurrently with such termination, in the case of a termination by the Company, or within two Business Days thereafter, in the case of a termination by Parent, a termination fee of $78.9 million (the “Termination Fee”).
(ii) this Agreement is validly terminated by Parent or the Company pursuant to (x) Section 6.1(b)(i) or (y) Section 6.1(b)(ii) (but only in the case of clause (y) if, as of the time of such termination, (1) either Party is then entitled to terminate this Agreement pursuant to Section 6.1(b)(i) or (2) Parent is then entitled to terminate this Agreement pursuant to Section 6.1(f)) or by Parent pursuant to Section 6.1(f), and (A) following the Agreement Date and prior to such termination, an Acquisition Proposal shall have been publicly disclosed or shall have otherwise become publicly known and (B) within 12 months after such termination, the Company enters into a definitive Contract with respect to an Acquisition Proposal or consummates an Acquisition Proposal (which need not be the same Acquisition Proposal that was made, announced or publicly known prior to the termination of this Agreement) (provided that for all purposes of this Section 6.2(...
Effect of Termination; Termination Fees. (a) In the event this Agreement is terminated by the Company or SPAC pursuant to Section 10.1, other than a termination by the Company pursuant to Section 10.1(c), then the Company shall pay the then-Unpaid SPAC Expenses, to the extent documented and reasonable, in an amount, in the aggregate, not to exceed $1,000,000 (the “Company Reimbursement Termination Fee”) to SPAC (or one or more of its designees), promptly following (but in no event more than two (2) Business Days after) such termination, payable by wire transfer of immediately available funds; provided, however, that the Company Reimbursement Termination Fee shall not be payable for any termination by either party pursuant to Section 10.1 if, at the time of such termination, any of the representations or warranties set forth in Article VI shall not be true and correct or if SPAC shall have failed to perform any covenant or agreement on the part of SPAC set forth in this Agreement (including an obligation to consummate the Closing) such that the condition to the Closing set forth in either any of Section 9.1(f) (unless a bona fide dispute exists regarding whether the conditions to closing set forth in Section 2.3 of the Subscription Agreements have been satisfied by the Company), Section 9.3(b) or Section 9.3(c) could not be satisfied.
(b) The Parties acknowledge and hereby agree that the Company Reimbursement Termination Fee, if, as and when required pursuant to this Section 10.2, shall not constitute penalties but will be liquidated damages, in a reasonable amount that will compensate SPAC or its designees in the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Company Reimbursement Termination Fee on more than one occasion. Each of the Company, SPAC and the Acquisition Entities acknowledges that the agreements contained in this Section 10.2 are an integral part of the Transactions and that, without these agreements, the parties hereto would not enter into this Agreement.
(c) In the event of the termination of this Agreement pursuant to Section 10.1, this entire Agreement shall forthwith become void (and there shall be no Liability or obligation o...
Effect of Termination; Termination Fees. (a) In the event of termination of this Agreement by either Parent or the Company as provided in Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of the Company or Parent (or any stockholder, director, officer, employee, agent, consultant or other Representative of such party), other than (a) the penultimate sentence of Section 6.02, the final sentence of Section 6.06(b), Section 6.10, this Section 8.02 and Article IX, which provisions shall survive such termination and (b) liability of any party (whether or not the terminating party) for any breach of this Agreement prior to such termination, but solely to the extent such liability arises out of a willful breach by such party of any covenant or agreement set forth in this Agreement that gave rise to the failure of a condition set forth in Article VII. The liabilities described in the preceding sentence shall survive the termination of this Agreement.
Effect of Termination; Termination Fees. (a) In the event of termination of this Agreement by either Parent or the Company as provided in Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of the Company or Parent (or any shareholder, Affiliate or Representative thereof), whether arising before or after such termination, based on, arising out of or relating to this Agreement or the negotiation, execution, performance or subject matter hereof (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity), except that: (i) the liabilities and obligations of the Parties under the last sentence of Section 6.02(a), the last sentence of Section 6.02(b), Section 6.08, this Section 8.02 and Article IX shall survive the termination of this Agreement; and (ii) subject to Section 8.02(d), no such termination shall relieve the Company (whether or not the terminating Party) from liability for any Willful Breach of this Agreement prior to such termination.
Effect of Termination; Termination Fees. (a) In the event that this Agreement is terminated as provided in Section 8.1, then this Agreement shall forthwith become null and void and of no further force and effect (except for the provisions of Article I, Section 6.7(a), Section 6.7(b), Section 6.8, Section 6.17 this Section 8.2, Section 9.6, Section 9.7, Section 9.8, Section 9.9, and Section 9.11), and each of the Parties shall be relieved of its duties and obligations arising under this Agreement after the date of such termination and the Parties shall have no further Liability hereunder (except pursuant to Section 6.7(a), Section 6.7(b), Section 6.17, this Section 8.2 and Section 9.8); provided, subject to Section 8.2(e), that nothing in this Section 8.2 shall relieve any Party of any Liability for fraud or a willful breach of this Agreement.
(b) In the event that this Agreement is terminated by Buyer pursuant to Section 8.1(c)(i) or Section 8.1(c)(ii), then, the Partnership shall promptly, but in no event later than 10 Business Days after the date of such termination, cause TE to pay to Buyer or its designee an amount in cash equal to $70,000,000 (the “Partnership Termination Fee”) by wire transfer of immediately available funds to one or more accounts designated by Buyer in writing.
(c) In the event that this Agreement is terminated by the Partnership pursuant to Section 8.1(d) or Section 8.1(e), or is terminated by the Partnership or Buyer pursuant to Section 8.1(b)(ii) at a time when the Partnership could have terminated the Agreement pursuant to Section 8.1(d) or Section 8.1(e), then, in any such case, Buyer or its designee shall promptly, but in no event later than 10 Business Days after the date of such termination, pay or cause to be paid to the Partnership or its designee an amount in cash equal to $105,000,000 (the “Buyer Termination Fee”) by wire transfer of immediately available funds to one or more accounts designated by the Partnership in writing.
Effect of Termination; Termination Fees. Upon termination of this Agreement in accordance with the terms hereof, the parties hereto shall have no further obligations under this Agreement, other than the obligations contained in Sections 11.02 and 11.07, and each party shall pay their own respective fees, costs and expenses incurred in connection with the Transaction, except as follows:
(a) if the Closing does not take place for any reason other than a breach of this Agreement by BRB, the Purchaser shall (i) reimburse BRB for all reasonable fees, disbursements and taxes incurred by BRB in connection with the Transaction, (ii) pay a termination fee in the amount of $6,500,000 to BRB, and (iii) then the Secured BRB Bridge Note shall convert (or otherwise be repaid at the election of BRB pursuant to Sections 3(b)(ii) or 3(c)(ii) of the Secured BRB Bridge Note) in accordance with the terms and conditions of the Secured BRB Bridge Note pursuant to which such funds were advanced in full and final settlement of the Purchaser’s obligations under the Secured BRB Bridge Note. The fees costs and expenses and break fee payable under clauses (i) and (ii) of the preceding sentence shall be paid by the Purchaser to BRB on the day which is three (3) Business Days following receipt by the Purchaser of itemized invoices for such fees as expenses; and
(b) if the Closing does not take place as a result of a breach of this Agreement by BRB, BRB shall not be entitled to any expense reimbursement or termination fee as provided in Section 8.02(a) and the Secured BRB Bridge Note shall convert in accordance with the terms and conditions of the Secured BRB Bridge Note pursuant to which such funds were advanced in full and final settlement of the Purchaser’s obligations under the Secured BRB Bridge Note.
Effect of Termination; Termination Fees. (a) In the event of the termination of this Agreement as provided in Section 8.1, written notice thereof shall forthwith be given to the other party or parties specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void and there shall be no liability on the part of Parent, the Merger Sub or the Company, except (i) as set forth in the last sentence of Section 6.4(a), (ii) this Section 8.2 and (iii) Article IX; provided, however, that the termination of this Agreement shall not relieve any party from liability for any breach of this Agreement.
(i) If this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 8.1(e) or (h) or pursuant to Section 8.1(f) and the breach of the representation, warranty or covenant that gave rise to such termination right caused, or was reasonably likely to cause a Company Material Adverse Effect, the Company shall promptly, but in no event later than (x) two (2) business days after the date of such termination in the case of a termination by Parent and (y) in accordance with the last sentence of Section 8.1(h) in the case of a termination by Company under such Section, pay Parent a fee equal to $5,000,000 (“Termination Fee”) in accordance with Section 8.2.
(ii) If this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 8.1(c) or 8.1(d) and the failure for the Merger to be consummate or to obtain the Company Stockholder Approval was not the result of the failure to obtain the Banking Regulatory Approvals or any other required approvals or consents of a Governmental Entity required to be obtained by Parent and the Merger Sub, the Company shall pay the Termination Fee if, following the date hereof and prior to the termination of this Agreement, there has been public disclosure of an Acquisition Proposal with respect to the Company and within twelve (12) months following the termination of this Agreement the Company enters into an agreement providing for an acquisition of the Company. Such payment shall be made concurrently with entering into such agreement, and in accordance with Section 8.2(c).
