Expenses and Termination Fee. (a) Except as otherwise set forth in this Section 8.3, regardless of whether the Closing occurs, the parties hereto shall pay their own Expenses arising after April 10, 2002.
(b) Without limiting any other remedies available to Parent for any willful or intentional breach of this Agreement, in the event that (i) Parent shall terminate this Agreement pursuant to Section 8.1(d) or Section 8.1(f), (ii) Parent or the Company shall terminate this Agreement pursuant to Section 8.1(b)(i) without the Shareholders' Meeting having occurred (provided that the sole reason for the failure of the Shareholders' Meeting to have occurred shall not be the failure of the SEC to approve the Proxy Statement, notwithstanding the Company's best efforts to obtain such approval) or (iii) Parent or the Company shall terminate this Agreement pursuant to Section 8.1(g) and at any time after the date of this Agreement and prior to the Shareholders' Meeting there shall have been a Competing Proposed Transaction with respect to the Company, and the Company shall have executed a definitive agreement with respect to such Competing Proposed Transaction, or such Competing Proposed Transaction shall have been consummated within nine months of such termination, then the Company shall pay to the Company (the "Termination Fee") a sum equal to all of Parent's Expenses (other than any such Expenses previously paid by the Company), and an additional amount equal to $300,000. Any Termination Fee shall be paid by wire transfer in same day funds to the account or accounts designated by Parent within three Business Days of the date of termination.
(c) In the event that Parent or the Company shall terminate this Agreement pursuant to Section 8.1(g) and the Termination Fee is not payable pursuant to subsection (b)(iii) of this Section 8.3, then the Company shall pay to Parent, in same day funds within three (3) Business Days of the date of termination, a sum equal to all of Parent's Expenses (other than any such Expenses previously paid by the Company).
Expenses and Termination Fee. (a) Except as otherwise provided in this Section 7.3, the Company on the one hand, and Acquiror, Acquiror Sub and the Continuing Stockholders (collectively the "Acquiror Parties"), on the other hand, shall bear their own fees and expenses in connection with the negotiation and performance of this Agreement and the Partnership Merger Agreement, and the consummation of the Merger and the transactions contemplated hereby (including the Offer) and thereby, provided that as of the Closing the Company shall pay or reimburse the Acquiror Parties for all their fees and expenses to the extent they have not been paid or reimbursed under subsection (b) below.
(b) The Company agrees to pay or reimburse the Acquiror Parties, promptly following receipt of reasonable supporting documentation, for up to $400,000 of their fees and expenses incurred in connection with the negotiation and performance of this Agreement and the Partnership Merger Agreement, and the consummation of the transactions contemplated hereby (excluding the Offer) and thereby, including any and all fees and expenses of accountants, financial advisors, attorneys and consultants engaged by the Acquiror Parties or by any persons or entities proposing to provide financing, as well as points, charges for interest rate protection, fees or cost reimbursements paid or owed to the financing sources of the Acquiror Parties. Such payment or reimbursement by the Company shall be nonrefundable, except that Acquiror Parties will refund any such amounts paid or reimbursed by the Company in the event they materially breach their obligations under this Agreement.
(c) If the Company terminates this Agreement pursuant to Section 7.1(iv) or (vii), or if Acquiror terminates this Agreement pursuant to Section 7.1(iii) or (x), then the Company shall (A) pay to Acquiror, within two business days, in immediately available funds, the sum of $750,000, and (B) promptly upon receipt, but in no event later than two business days following receipt, of reasonable supporting documentation, pay or reimburse Acquiror Parties for all their reasonable fees and expenses, to the extent unpaid, in connection with the negotiation and performance of this Agreement and the Partnership Merger Agreement, and the consummation of the transactions contemplated hereby (excluding the Offer) and thereby, including any and all reasonable fees and expenses of accountants, financial advisors, attorneys and consultants engaged by the Acquiror Parties or by...
Expenses and Termination Fee. 31 ARTICLE VIII. MISCELLANEOUS................................................ 32
Expenses and Termination Fee. Whether or not the Acquisition is consummated, all costs and expenses incurred by BioCube or Sellers and Buyer in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of their advisers, agents, accountants and legal counsel) shall be paid by the Party incurring such expense.
Expenses and Termination Fee. (a) Whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisers, accountants and legal counsel) shall be paid by the party incurring such expense except as set forth in Section 7.4(b).
(b) If this Agreement is terminated pursuant to Sections 7.1(d) or 7.1(e)(ii), and if DMC is not entitled to terminate this Agreement by reason of Sections 7.1(b) or 7.1(e)(i), then, in addition to any other rights or remedies that may be available, DMC shall promptly (and in any event within two days of receipt by DMC of written notice from Measurex) pay Measurex (by wire transfer of immediately available funds to an account designated by Measurex) the sum of six hundred thousand dollars ($600,000). The termination of this Agreement shall not be effective until receipt by Measurex of said amount.
(c) If this Agreement is terminated by DMC pursuant to Section 7.1(e)(i) and if Measurex is not entitled to terminate this Agreement pursuant to Section 7.1(b) or 7.1
(d) (i), then Measurex shall promptly reimburse DMC for its out of pocket costs incurred by DMC in connection with this Agreement for its financial advisors, legal counsel, accountants, printing costs and filing fees.
Expenses and Termination Fee. (a) Except as set forth in this Section 9.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such expenses, whether or not the Merger is consummated and irrespective of the failure of any closing condition set forth in Article 8 hereof to be met.
(b) BPOMS shall pay as and when requested all fees and expenses incurred by HealthAxis in listing the HealthAxis Shares on the Nasdaq Capital Market in connection with the Merger and in connection with the substitute listing for the Reverse Split.
(c) HealthAxis shall pay BPOMS a termination fee of $500,000, upon the termination of this Agreement by BPOMS pursuant to Section 9.1(d) or upon termination of this Agreement by BPOMS or HealthAxis pursuant to Section 9.1(f).
(d) BPOMS shall pay HealthAxis a termination fee of $500,000 upon the termination of this Agreement by HealthAxis pursuant to Section 9.1(c) or upon termination of this Agreement by HealthAxis or BPOMS pursuant to Section 9.1(g).
(e) If either Party fails to pay when due any amount payable by such Party under Section 9.3, then (i) such Party shall reimburse the other Party for reasonable costs and expenses (including reasonable fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by the other Party of its rights under this Section 9.3, and (ii) such Party shall pay to the other Party interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to the other Party in full) at a rate per annum equal to the “prime rate” (as announced by Bank of America or any successor thereto) in effect on the date such overdue amount was originally required to be paid.
(f) Subject to Section 9.3(g), the remedy set forth in Section 9.3(c) shall be BPOMS’ exclusive remedy in the event of the termination of this Agreement on a basis specified therein, and the remedy set forth in Section 9.3(d) shall be HealthAxis’ exclusive remedy in the event of the termination of this Agreement on a basis specified therein.
(g) BPOMS, HealthAxis and Merger Sub each acknowledges that the agreements contained in this Section 9.3 are an integral part of the transactions contemplated by this Agreement and that the amounts payable hereunder are not a penalty, but rather are liquidated damages in a reasona...
Expenses and Termination Fee. 7.3.1 Upon the occurrence of a Termination Fee Event, Imvescor shall pay to MTY the Termination Fee in accordance with Section 7.3.3.
7.3.2 For the purposes of this Agreement, “Termination Fee” means $8 million and “Termination Fee Event” means the termination of this Agreement:
Expenses and Termination Fee. (a) Except as otherwise set forth in this Section 8.3, regardless of whether the Closing occurs, the parties hereto shall pay their own Expenses arising after April 10, 2002.
Expenses and Termination Fee. 30 8.4 AMENDMENT..........................................................31 8.5 WAIVER 31 ARTICLE 9 SURVIVAL AND INDEMNIFICATION........................................31
Expenses and Termination Fee. (a) Except as otherwise provided herein, all fees, costs and expenses incurred in connection with this Arrangement Agreement and the Plan of Arrangement shall be paid by the Party incurring such fees, costs or expenses. Purchaser shall be responsible for paying the filing fee, along with applicable taxes, if an Advance Ruling Certificate request is submitted by either of Purchaser or FCGI in respect of the transactions contemplated by this Arrangement Agreement in accordance with Sections 5.01 and 5.05 hereof if a notice under section 114 of the Competition Act is required.
(b) If an FCGI Termination Fee Event occurs, FCGI shall pay, or cause to be paid, to Purchaser (by wire transfer of immediately available funds) the Termination Fee.
(c) For the purposes of this Arrangement Agreement, "Termination Fee" means US$2,250,000 in the case of an FCGI Termination Fee Event.
(d) For the purposes of this Arrangement Agreement, "FCGI Termination Fee Event" means the termination of this Arrangement Agreement:
