Expense on Termination Clause Samples
The 'Expense on Termination' clause defines how costs incurred as a result of ending an agreement are to be handled between the parties. Typically, this clause specifies which party is responsible for paying outstanding fees, reimbursing expenses, or covering costs directly related to the termination process, such as administrative fees or penalties. Its core practical function is to allocate financial responsibility fairly and transparently, thereby preventing disputes over who bears which costs when the contract ends.
Expense on Termination. If the transactions contemplated hereby is abandoned pursuant to and in accordance with the provisions of Section 6.1 hereof, all expenses will be paid by the party incurring them. article vii ADDITIONAL AGREEMENTS
Expense on Termination. If the merger contemplated hereby is abandoned pursuant to and in accordance with the provisions of Section 6.1 hereof, all expenses will be paid by the party incurring them.
Expense on Termination. If this Agreement is terminated pursuant to and in accordance with the provisions of Section 8.1.3 (iii), Section 8.1.3 (iv), Section 8.1.4 or Section 8.1.6, then in each such event, USDATA shall pay to Purchaser simultaneously with termination by Seller or within two Business Days of termination by Purchaser (by wire transfer of immediately available funds to an account designated by Purchaser for such purpose), a fee (the "TERMINATION FEE") in an amount equal to US$500,000.
Expense on Termination. If the Merger contemplated hereby is terminated pursuant to a vote of the board of directors of either Cliffwood or Texoil, expenses of the non-terminating party will be paid by the terminating party.
Expense on Termination. If this Agreement is terminated pursuant to and in accordance with the provisions of Section 6.1.6 and the shareholders of OptiSystems shall have failed to approve the Merger by the Required Shareholder Vote, OptiSystems shall pay to BMC simultaneously with termination by OptiSystems or within two business days of termination by BMC (by wire transfer of immediately available funds to an account designated by BMC for such purpose), a fee (the "Termination Fee") in an amount equal to $3,000,000. Notwithstanding the foregoing, if this Agreement is terminated by BMC as a result of a willful breach of any representation, warranty, covenant or agreement by OptiSystems, BMC may pursue any remedies available to it at law or in equity and shall be entitled to recover such additional amounts as BMC may be entitled to receive at law or in equity.
Expense on Termination. If the Merger is abandoned pursuant to and in accordance with the provisions of Section 6.1 hereof, all expenses will be paid by the party incurring them; provided, however, that in the event this Agreement is terminated by BMC pursuant to Section 6.1.2 or by BMC or BGS pursuant to Section 6.1.5, BGS shall assume and pay, or reimburse BMC for, all reasonable fees and expenses incurred by BMC or Merger Sub (including the fees and expenses of its counsel, accountants and financial advisors) through the date of termination and which are specifically related to the Merger, this Agreement and the matters contemplated by this Agreement, but in no event later than two business days after the submission of a request for payment of the same; and provided, further, that in the event this Agreement is terminated by BGS pursuant to Section 6.1.4, BMC shall assume and pay, or reimburse BGS for, all reasonable fees and expenses incurred by BGS (including the fees and expenses of its counsel, accountants and financial advisors) through the date of termination and which are specifically related to the Merger, this Agreement and the matters contemplated by this Agreement, but in no event later than two business days after the submission of a request for payment of the same. Any amount payable by BGS under this Section 6.5 shall be credited against any amount payable by it under Section 4.3.6.2.
Expense on Termination. If the merger contemplated hereby is terminated pursuant to and in accordance with the provisions of Paragraph 6.1 hereof, all expenses will be paid by the party incurring them, provided, however, (i) that if either Sun or BSI terminates this Agreement as a result of a breach of or default in the other party's obligations hereunder, then the party that so breached or defaulted hereunder shall pay all of the other party's documented costs and expenses, including legal, accounting and financial advisory fees and expenses, incurred in connection with the negotiation and implementation of this Agreement (and if Sun is the terminating party, BSI shall reimburse Sun for 50% of the filing fee and printing costs associated with the Joint Proxy Statement/Prospectus), (ii) that if Sun or BSI, respectively, terminates this Agreement pursuant to Section 6.1.7(a) or 6.1.7(b), respectively, the terminating party shall pay the other party the sum of
Expense on Termination. If the transactions contemplated hereby are abandoned pursuant to and in accordance with the provisions of Section 6.1 hereof, all expenses will be paid by the party incurring them; PROVIDED, except as otherwise set forth herein, this provision shall not limit any claim resulting from the breach of this Agreement by any party hereto, PROVIDED, FURTHER, that in the event this Agreement is terminated by any party in accordance with Section 6.1.2, then Brazos shall pay to Three Cities Research ("TCR"), for the benefit of the Shareholders, the amount of $650,000 unless either (a) at the time of such termination, the Shareholders are in material breach of the Agreement or (b) the reason the transactions contemplated by this Agreement were not consummated on or before July 15, 1997 (or such later date as provided in Section 6.1.2) was the failure of any of the conditions set forth in Section 5.1.1, 5.1.2, 5.1.3, 5.1.4, 5.1.5, 5.1.6, 5.1.7, 5.1.9, 5.1.10., 5.1.11, or 5.1.12 (which failure was not the consequence of a breach by Brazos of its covenants under this agreement) and upon receipt of such amount, the Shareholders hereby irrevocably waive, release and agree not to sue Brazos or its stockholders, officers, directors, affiliates, empl▇▇▇es, or their successors, assigns, agents or representatives with respect to all claims, causes of action, rights of contribution, cost recovery, losses, liabilities, suits, costs, fees, judgments or expenses which may thereafter arise in connection with this Agreement or any breach by Brazos of any of the representations, warranties, covenants or agreements contained herein.