Expenses in the Event of Termination Sample Clauses

Expenses in the Event of Termination. If this Agreement is terminated by Buyer or Sellers for any reason other than pursuant to Section 9.1(a), (b)(i), (b)(ii)(A) (with respect to approvals to be obtained in Florida and New York by Buyer (only if such approvals are not obtained because of the unsuitability of Buyer, Buyer Sub or Capital Z)), (b)(ii)(B) (except if the Proxy Statement has not cleared review by the Commission solely because of the Financial Statements required to be included in the Proxy Statement) or (d) or the failure of Buyer to obtain the shareholder approval contemplated by Section 4.5, Sellers shall pay to Buyer and Capital Z an amount necessary to reimburse Buyer and Capital Z for 75% of all actual out-of-pocket costs and expenses of Buyer and Capital Z incurred through the date of termination by Capital Z and Buyer in connection with the transactions contemplated by this Agreement (exclusive of any bank commitment fees) and the UAFC Share Purchase Agreement (including the negotiation of the Chase Bank Facility), which payment shall be made by Sellers by wire transfer of immediately available funds within three business days after receipt by Sellers from Buyer and/or Capital Z of an invoice or invoices identifying such costs and expenses in reasonable detail, together with all supporting invoices, and specifying the account or accounts into which funds should be deposited.
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Expenses in the Event of Termination. In the event of termination of this Agreement under Section 8.1 (except by the Sellers pursuant to clause (b) thereof), no party shall have any obligation to reimburse the other for its fees and expenses incurred in connection with this Agreement or transactions contemplated hereby. There will be no further liability hereunder on the part of any party hereto if this Agreement is so terminated, except under Section 4.3 and except by reason of a material breach of any covenant contained in this Agreement. If this Agreement is terminated as provided in Section 8.1(b) hereof, the Purchaser shall pay to the Sellers a termination fee in the amount of $500,000, provided that if the Closing does not occur on or before June 30, 1998 because (i) the conditions in Section 5.1 were not met, or (ii) the IPO is postponed or terminated because of general market conditions on the basis of a joint decision of Xxxxxx Xxxxx Xxxxx and Gruntal & Co. (or if such firms do not agree, upon the decision of a third investment banking firm chosen by Xxxxxx Xxxxx Xxxxx and Gruntal & Co.), then no termination fee shall be paid.
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Expenses in the Event of Termination. In the event of termination of this Agreement under Section 8.1 each party hereto will pay all of its own fees and expenses, except as otherwise expressly provided in this Agreement. There will be no further liability hereunder on the part of any party hereto if this Agreement is so terminated, except that the provisions of Section 4.5 hereof shall remain in full force and effect, and except that no termination shall relieve any breaching party from any liability to the other party hereto.
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Expenses in the Event of Termination. Without limiting the general provisions of Section 12.2, if this Agreement is terminated by Buyer or Seller pursuant to this Article 12, then each Party shall be responsible for all of its own costs and expenses, including any professional fees, incurred in connection with this Agreement or the transactions herein contemplated.
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Expenses in the Event of Termination. If this Agreement is terminated by Buyer or Sellers for any reason other than pursuant to
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Related to Expenses in the Event of Termination

  • Compensation in the Event of Termination In the event that the Executive’s employment hereunder terminates prior to the expiration of this Agreement for any reason provided in Section 5 hereof, the Company shall pay the Executive, compensation and provide the Executive and the Executive’s eligible dependents with benefits as follows:

  • In the Event of Termination In the event of termination of this Agreement:

  • Duties in the Event of Termination In the event that, in connection with termination, a successor to any of USBFS’s duties or responsibilities hereunder is designated by the Trust by written notice to USBFS, USBFS will promptly, upon such termination and at the expense of the Trust, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by USBFS under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which USBFS has maintained the same, the Trust shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from USBFS’s personnel in the establishment of books, records, and other data by such successor. If no such successor is designated, then such books, records and other data shall be returned to the Trust.

  • Expenses of Termination The Servicer shall promptly reimburse the Master Servicer (or any designee of the Master Servicer), the Trustee and the Depositor for all reasonable expenses incurred by the Master Servicer (or such designee), the Trustee or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer, the Trustee or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

  • Event of Termination As soon as reasonably practicable and in any event within two (2) Business Days after any Responsible Officer of the Borrower obtains knowledge of the occurrence of each Event of Termination or Incipient Event of Termination (if such Incipient Event of Termination is continuing on the date of such notice), the statement of a Responsible Officer of the Borrower setting forth the details of such Event of Termination or Incipient Event of Termination and the action which the Borrower is taking or proposes to take with respect thereto.

  • LIABILITIES IN EVENT OF TERMINATION Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

  • Fees and Expenses Following Termination (a) If this Agreement is terminated by Parent pursuant to Section 8.03(a), then the Company shall pay to Parent (by wire transfer of immediately available funds), within two (2) Business Days after such termination, a fee in an amount equal to the Termination Fee.

  • SEVERANCE COMPENSATION IN THE EVENT OF A TERMINATION OTHER THAN FOR CAUSE In the event of a Termination Other Than for Cause, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination) for a period of twelve (12) months from the date of such termination, on the dates specified in Section 3.1, and Employee shall also be paid an amount equal to the average annual bonus earned by the Employee as an employee of Avocent Corporation and its affiliates and predecessors in the two (2) years immediately preceding the date of termination. Notwithstanding anything in this Section 4.2 to the contrary, the Employee may in the Employee’s sole discretion, by delivery of a notice to the Employer within thirty (30) days following a Termination Other Than for Cause, elect to receive from the Employer a lump sum severance payment by bank cashier’s check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this Section 4.2. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate on 90-day U.S. Treasury bills, as reported in The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee’s election. The Employee shall also be entitled to have the vesting of any awards granted to the Employee under any AHC or Avocent stock option plans fully accelerated. The Employee shall be provided with medical plan benefits under any health plans of Avocent or Employer in which the Employee is a participant to the full extent of the Employee’s rights under such plans for a period of twelve (12) months from the date of such Termination Other Than for Cause (even if Employee elects to receive a lump sum severance payment).

  • Expenses; Termination Fee (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated.

  • Reimbursement of Expenses upon Termination of Agreement If this Agreement shall be terminated by the Company pursuant to any of the provisions hereof or if for any reason the Company shall be unable to perform its obligations or to fulfill any conditions hereunder or if the Underwriters shall terminate this Agreement pursuant to Section 7 hereof or this Agreement is terminated pursuant to the second sentence of Section 8 hereof, the Company shall reimburse the Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel to the Underwriters) reasonably incurred by them in connection herewith; provided, however, that the Company shall not be obligated to reimburse the expenses of any defaulting Underwriter under Section 8 hereof.

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