Common use of Expenses; Termination Fees Clause in Contracts

Expenses; Termination Fees. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Contemplated Transactions shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated; provided, however, that Parent and the Company shall share equally all fees and expenses, other than attorneys’ fees, incurred in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Merger under the HSR Act and the filing of any notice or other document under any applicable foreign antitrust or competition law or regulation. (b) If: (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) or Section 8.1(d); (ii) at or prior to the time of the termination of this Agreement an Acquisition Proposal shall have been disclosed, announced, commenced, submitted or otherwise made; (iii) no Triggering Event shall have occurred between the date of this Agreement and the time of the termination of this Agreement; and (iv) within 12 months after the date of any such termination, an Acquisition Transaction (whether or not relating to such Acquisition Proposal) is consummated or a definitive agreement contemplating an Acquisition Transaction (whether or not relating to such Acquisition Proposal) is executed, then the Company shall pay to Parent, in cash, a non-refundable fee in an amount equal to the Designated Amount (as defined in Section 8.3(d) below). (c) If: (i) this Agreement is terminated by Parent pursuant to Section 8.1(e), or by Parent or the Company pursuant to any other provision of Section 8.1 at any time after the occurrence of a Triggering Event; or (ii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then the Company shall pay to Parent, in cash, a non-refundable fee in an amount equal to the Designated Amount. (d) For purposes of this Section 8.3, the “Designated Amount” shall be $74,000,000; provided, however, that (i) if this Agreement is terminated pursuant to Section 8.1(f) in connection with the execution by the Company of a Specified Definitive Acquisition Agreement with a Person that is then an Excluded Party, or (ii) if this Agreement is terminated pursuant to Section 8.1(f) during the Go Shop Period, then, in the case of clauses “(i)” and “(ii),” the Designated Amount shall be $24,000,000. (e) Any fee required to be paid to Parent pursuant to Section 8.3(b) shall be paid by the Company contemporaneously with the consummation of the Acquisition Transaction contemplated by Section 8.3(b). Any fee required to be paid to Parent pursuant to Section 8.3(c) shall be paid by the Company: (i) in the case of a termination of this Agreement by the Company, at or prior to the time of such termination; or (ii) in the case of a termination of this Agreement by Parent, within two business days after such termination. (f) The Company acknowledges and agrees that the covenants and obligations contained in this Section 8.3 are an integral part of the Merger, and that, without these covenants and obligations, Parent would not have entered into this Agreement. (g) If the Company fails to pay when due any amount payable under this Section 8.3, then: (i) the Company shall reimburse Parent for all costs and expenses (including fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by Parent of its rights under this Section 8.3; and (ii) the Company shall pay to Parent 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 Parent in full) at a rate per annum 300 basis points over the “prime rate” (as announced by Bank of America, N.A. or any successor thereto) in effect on the date such overdue amount was originally required to be paid.

Expenses; Termination Fees. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Contemplated Transactions transactions contemplated by this Agreement shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated; provided, however, that Parent and the Company shall share equally all fees and expenses, other than attorneys’ ' and accountants' fees, incurred in connection with the filing by the parties hereto of the premerger pre-merger notification and report forms relating to the Merger under the HSR Act and the filing of any notice or other document under any applicable foreign antitrust or competition law or regulation. (b) If: In the event that this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d) or Section 8.1(f), the Company shall pay to Parent an amount equal to the aggregate amount of the reasonable and documented expenses, including legal and other professional fees, incurred by Parent or any of its affiliates in connection with the transactions contemplated under this Agreement (the "EXPENSE AMOUNT") promptly, but in no event later than two business days following such termination. (c) In the event that (i) (a) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) or Section 8.1(d); , and (iiB) at or prior to the time of the termination of this Agreement a proposal or offer related to an Acquisition Proposal Transaction shall have been disclosed, announced, commenced, submitted or otherwise made; (iii) no Triggering Event shall have occurred between the date of this Agreement made and the time of the termination of this Agreement; and (iv) within 12 months after the date of any such termination, an Acquisition Transaction (whether or not relating to such Acquisition Proposal) is consummated or a definitive agreement contemplating an Acquisition Transaction (whether or not relating to such Acquisition Proposal) is executed, then the Company shall pay not have sent to Parent, in cash, a non-refundable fee in an amount equal to the Designated Amount (as defined in Section 8.3(d) below). (c) If: (i) this Agreement is terminated by Parent pursuant to Section 8.1(e), or by Parent or the Company pursuant to any other provision of Section 8.1 at any time after the occurrence of a Triggering Event; or (ii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then the Company shall pay to Parent, in cash, a non-refundable fee in an amount equal to the Designated Amount. (d) For purposes of this Section 8.3, the “Designated Amount” shall be $74,000,000; provided, however, that (i) if this Agreement is terminated pursuant to Section 8.1(f) in connection with the execution by the Company of a Specified Definitive Acquisition Agreement with a Person that is then an Excluded Party, or (ii) if this Agreement is terminated pursuant to Section 8.1(f) during the Go Shop Period, then, in the case of clauses “(i)” and “(ii),” the Designated Amount shall be $24,000,000. (e) Any fee required to be paid to Parent pursuant to Section 8.3(b) shall be paid by the Company contemporaneously with the consummation of the Acquisition Transaction contemplated by Section 8.3(b). Any fee required to be paid to Parent pursuant to Section 8.3(c) shall be paid by the Company: (i) in the case of a termination of this Agreement by the Company, at or prior to the time of such termination; or (ii) in the case of a termination of this Agreement by Parentits securityholders, within two ten (10) business days after any such termination. (f) The Company acknowledges and agrees disclosure, announcement, commencement or submission, a statement disclosing that the covenants and obligations contained in this Section 8.3 are an integral part of the Merger, and that, without these covenants and obligations, Parent would not have entered into this Agreement. (g) If the Company fails to pay when due any amount payable under this Section 8.3, then: (i) the Company shall reimburse Parent for all costs and expenses (including fees and disbursements of counsel) incurred in connection with the collection recommends rejection of such overdue amount and the enforcement by Parent of its rights under this Section 8.3Acquisition Transaction; and (ii) the Company shall pay to Parent 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 Parent in full) at a rate per annum 300 basis points over the “prime rate” (as announced by Bank of America, N.A. or any successor thereto) in effect on the date such overdue amount was originally required to be paid.or

Expenses; Termination Fees. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Contemplated Transactions transactions contemplated by this Agreement shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated; provided, however, that Parent and the Company shall share equally all fees and expenses, other than attorneys’ and accountants’ fees, incurred in connection with the filing by the parties hereto of the premerger pre-merger notification and report forms relating to the Merger under the HSR Act and the filing of any notice or other document under any applicable foreign antitrust or competition law or regulation. (b) If: In the event that this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d) or Section 8.1(f), the Company shall pay to Parent an amount equal to the aggregate amount of the reasonable and documented expenses, including legal and other professional fees, incurred by Parent or any of its affiliates in connection with the transactions contemplated under this Agreement (the “Expense Amount”) promptly, but in no event later than two business days following such termination. (c) In the event that (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) or Section 8.1(d); , and (iiB) at or prior to the time of the termination of this Agreement a proposal or offer related to an Acquisition Proposal Transaction shall have been disclosed, announced, commenced, submitted or otherwise made; (iii) no Triggering Event shall have occurred between the date of this Agreement made and the time of the termination of this Agreement; and (iv) within 12 months after the date of any such termination, an Acquisition Transaction (whether or not relating to such Acquisition Proposal) is consummated or a definitive agreement contemplating an Acquisition Transaction (whether or not relating to such Acquisition Proposal) is executed, then the Company shall pay not have sent to Parent, in cash, a non-refundable fee in an amount equal to the Designated Amount (as defined in Section 8.3(d) below). (c) If: (i) this Agreement is terminated by Parent pursuant to Section 8.1(e), or by Parent or the Company pursuant to any other provision of Section 8.1 at any time after the occurrence of a Triggering Event; or (ii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then the Company shall pay to Parent, in cash, a non-refundable fee in an amount equal to the Designated Amount. (d) For purposes of this Section 8.3, the “Designated Amount” shall be $74,000,000; provided, however, that (i) if this Agreement is terminated pursuant to Section 8.1(f) in connection with the execution by the Company of a Specified Definitive Acquisition Agreement with a Person that is then an Excluded Party, or (ii) if this Agreement is terminated pursuant to Section 8.1(f) during the Go Shop Period, then, in the case of clauses “(i)” and “(ii),” the Designated Amount shall be $24,000,000. (e) Any fee required to be paid to Parent pursuant to Section 8.3(b) shall be paid by the Company contemporaneously with the consummation of the Acquisition Transaction contemplated by Section 8.3(b). Any fee required to be paid to Parent pursuant to Section 8.3(c) shall be paid by the Company: (i) in the case of a termination of this Agreement by the Company, at or prior to the time of such termination; or (ii) in the case of a termination of this Agreement by Parentits securityholders, within two ten (10) business days after any such termination. (f) The Company acknowledges and agrees disclosure, announcement, commencement or submission, a statement disclosing that the covenants and obligations contained in this Section 8.3 are an integral part of the Merger, and that, without these covenants and obligations, Parent would not have entered into this Agreement. (g) If the Company fails to pay when due any amount payable under this Section 8.3, then: (i) the Company shall reimburse Parent for all costs and expenses (including fees and disbursements of counsel) incurred in connection with the collection recommends rejection of such overdue amount and the enforcement by Parent of its rights under this Section 8.3Acquisition Transaction; and (ii) the Company shall pay to Parent 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 Parent in full) at a rate per annum 300 basis points over the “prime rate” (as announced by Bank of America, N.A. or any successor thereto) in effect on the date such overdue amount was originally required to be paid.or

Expenses; Termination Fees. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Contemplated Transactions transactions contemplated by this Agreement shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated; provided, however, that Parent and the Company shall share equally all fees and expenses, other than attorneys’ ' and accountants' fees, incurred in connection with (i) the printing and filing of the S-4 Registration Statement and the Prospectus/Proxy Statement and any amendments or supplements thereto and (ii) the filing by the parties hereto of the premerger notification and report forms relating to the Merger under the HSR Act and the filing of any notice or other document under any applicable foreign antitrust or competition law or regulationAct. (b) If: (i) If this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) or Section 8.1(d); (ii) at or prior to the time of the termination of this Agreement an Acquisition Proposal shall have been disclosed, announced, commenced, submitted or otherwise made; (iii) no Triggering Event shall have occurred between the date of this Agreement and the time of the termination of this Agreement; and (iv) within 12 months after the date of any such termination, an Acquisition Transaction (whether or not relating to such Acquisition Proposal) is consummated or a definitive agreement contemplating an Acquisition Transaction (whether or not relating to such Acquisition Proposal) is executed, then the Company shall pay to Parent, in cash, a non-refundable fee in an amount equal to the Designated Amount (as defined in Section 8.3(d) below). (c) If: (i) this Agreement is terminated by Parent pursuant to Section 8.1(e), or by Parent or the Company pursuant to any other provision of Section 8.1 at any time after the occurrence of a Triggering Event; or (ii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then the Company shall pay to Parent, in cash, a non-refundable nonrefundable fee in an amount equal to the Designated Amount. (d) For purposes product of this Section 8.3, the “Designated Amount” shall be $74,000,000; provided, however, that (i) if this Agreement is terminated pursuant to Section 8.1(f) in connection with the execution by the Company of a Specified Definitive Acquisition Agreement with a Person that is then an Excluded Party, or (ii) if this Agreement is terminated pursuant to Section 8.1(f) during the Go Shop Period, then, in the case of clauses “(i)” and “(ii),” the Designated Amount shall be $24,000,000. (e) Any fee required to be paid to Parent pursuant to Section 8.3(b) shall be paid by the Company contemporaneously with the consummation of the Acquisition Transaction contemplated by Section 8.3(b). Any fee required to be paid to Parent pursuant to Section 8.3(c) shall be paid by the Company: (i) in the case of a termination of this Agreement by the Company, at or prior to the time of such termination; or (ii) in the case of a termination of this Agreement by Parent, within two business days after such termination. (f) The Company acknowledges and agrees that the covenants and obligations contained in this Section 8.3 are an integral part of the Merger, and that, without these covenants and obligations, Parent would not have entered into this Agreement. (g) If the Company fails to pay when due any amount payable under this Section 8.3, then: (i) the Company shall reimburse Parent for all costs and expenses "TERMINATION FEE PER SHARE" (including fees and disbursements of counselas defined below) incurred in connection with the collection of such overdue amount and the enforcement by Parent of its rights under this Section 8.3; and (ii) the Company "FULLY DILUTED COMPANY SHARE AMOUNT" (the "TERMINATION FEE"), within three (3) days of such termination. The "TERMINATION FEE PER SHARE" shall pay be equal to the product of (A) 0.025 multiplied by the Exchange Ratio and (B) the average of the closing sales prices of a share of Parent interest Common Stock as reported on such overdue amount (Nasdaq for the period commencing ten (10) trading days ending on and including the second trading day prior to the date of termination specified in the termination notice provided for in Section 8.1(e) (or, for purposes of using this definition in calculating the Termination Fee due under Section 8.3(c) below, as provided for in Section 8.1(d)). The "FULLY DILUTED COMPANY SHARE AMOUNT" shall be equal to the sum of (x) the aggregate number of shares of Company Common Stock outstanding as of February 27, 1998 and (y) the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to Parent in full) at a rate per annum 300 basis points over the “prime rate” (as announced by Bank aggregate number of America, N.A. or any successor thereto) in effect on the date such overdue amount was originally required to be paid.shares of

Expenses; Termination Fees. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and or any of the Contemplated Transactions shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated; provided, however, that Parent and the Company shall share equally all fees and expenses, other than attorneys’ fees, incurred in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Merger under the HSR Act and the filing of any notice or other document under the DPA or any applicable foreign antitrust or competition competition-related law or regulationregulation or other Legal Requirement. (b) If: (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) or Section 8.1(d); (ii) during the period commencing after the date of this Agreement and ending at or prior to the time of the termination of this Agreement Agreement, an Acquisition Proposal shall have first been made known to the Company or publicly disclosed, announced, commenced, submitted or otherwise made; (iii) no Triggering Event shall have occurred between the date of this Agreement and the time of the termination of this Agreement; and (iviii) within 12 months after the date of any such termination, an Acquisition Transaction (whether or not relating to such Acquisition Proposal) is consummated or a definitive agreement contemplating providing for an Acquisition Transaction (whether or not relating to such Acquisition Proposal) is executed, then the Company shall pay to Parent, in cash, Parent a non-refundable fee in an the amount equal of $16,450,000 (such non-refundable fee being referred to as the Designated Amount “Termination Fee”) in cash; provided, however, that, for purposes of clause “(as defined iii)” of this Section 8.3(b), all references to “15% or more” in Section 8.3(d) below)the definition of “Acquisition Transaction” shall be deemed to be references to “more than 50%”. (c) If: (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(e8.1(d); (ii) at or prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly disclosed, announced, commenced, submitted or made and such Acquisition Proposal shall not have been publicly withdrawn at least 10 Business Days prior to the Company Stockholders’ Meeting; and (iii) within 12 months after the date of any such termination, an Acquisition Transaction (whether or not relating to such Acquisition Proposal) is consummated or a definitive agreement providing for an Acquisition Transaction (whether or not relating to such Acquisition Proposal) is executed, then the Company shall pay to Parent the Termination Fee in cash; provided, however, that, for purposes of clause “(iii)” of this Section 8.3(c), all references to “15% or more” in the definition of “Acquisition Transaction” shall be deemed to be references to “more than 50%”. (d) If this Agreement is terminated: (i) by Parent or the Company pursuant to any other provision of Section 8.1 (other than Sections 8.1(a) and 8.1(h)) at any time after during the period commencing on the occurrence of a Triggering EventEvent and ending 20 Business Days after the date of the final vote by the Company’s stockholders on a proposal to adopt this Agreement at the Company Stockholders’ Meeting (with such date to be determined after taking into account any adjournments or postponements of such meeting) (other than a termination of this Agreement pursuant to Section 8.1(b), Section 8.1(c) (in the case of Section 8.1(c) only, as a result of a challenge, suit or legal proceeding brought by the FTC or the DOJ under any Federal Antitrust Law or brought by a Governmental Body under the DPA) or Section 8.1(e) where, as of the time of such termination, a Designated Circumstance exists and each of the conditions referred to in clause “(ii)” of Section 8.3(e) shall have been satisfied); (ii) by Parent pursuant to Section 8.1(f); or (iiiii) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(i), then the Company shall pay to ParentParent the Termination Fee in cash. (e) If: (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b), Section 8.1(c) (in the case of Section 8.1(c) only, as a result of a challenge, suit or legal proceeding brought by the FTC or the DOJ under any Federal Antitrust Law or brought by a Governmental Body under the DPA) or Section 8.1(e); and (ii) as of the time of termination of this Agreement, a Designated Circumstance exists and each of the conditions set forth in Sections 6.1, 6.2, 6.3, 6.5, 6.7 (other than with respect to the Designated Circumstance) and 6.8 (other than with respect to the Designated Circumstance) shall have been satisfied (it being understood that, for purposes of this Section 8.3(e), in cashorder to determine whether the conditions set forth in Section 6.1 shall have been satisfied, all references in Section 6.1 to the “Closing Date” shall be deemed to refer instead to the date of termination of this Agreement), then Parent shall, within two Business Days after the date of termination of this Agreement, pay to the Company a nonrefundable fee in the amount of $25,700,000 (such non-refundable fee being referred to as the “Reverse Termination Fee”) in an amount equal cash. For the avoidance of doubt, the Company shall be entitled to receive the Reverse Termination Fee pursuant to the Designated Amount. immediately preceding sentence if: (dA) For purposes any condition set forth in Section 6.6 is not satisfied as a result of this Section 8.3a Governmental Body conditioning its approval on, seeking to impose, or imposing a Burdensome Condition; (B) Parent declines to accept or agree to the “Designated Amount” shall be $74,000,000imposition of such Burdensome Condition and declines to waive such unsatisfied condition; provided, however, that (iC) if this Agreement is terminated pursuant to Section 8.1(f8.1(b), Section 8.1(c) in connection with the execution by the Company of a Specified Definitive Acquisition Agreement with a Person that is then an Excluded Party, or (ii) if this Agreement is terminated pursuant to Section 8.1(f) during the Go Shop Period, then, in the case of clauses “Section 8.1(c) only, as a result of a challenge, suit or legal proceeding brought by the FTC or the DOJ under any Federal Antitrust Law or brought by a Governmental Body under the DPA) or Section 8.1(e); and (i)” D) as of the time of such termination, a Designated Circumstance exists and each of the conditions referred to in clause “(ii),” of the Designated Amount immediately preceding sentence shall be $24,000,000have been satisfied. (ef) Any fee Termination Fee required to be paid to Parent pursuant to Section 8.3(b) or Section 8.3(c) shall be paid by the Company contemporaneously with the earlier to occur of the consummation of, or entry into of a definitive agreement relating to, the Acquisition Transaction contemplated by Section 8.3(b) or Section 8.3(c). Any fee Termination Fee required to be paid to Parent pursuant to Section 8.3(c8.3(d) shall be paid by the Company: Company (iA) in the case of a termination of this Agreement by the Company, at or prior to the time of such termination; termination or (iiB) in the case of a termination of this Agreement by Parent, within two business days Business Days after such termination. (fg) The Company Each of the parties acknowledges and agrees that in no event shall Parent or the Company be required to pay the Termination Fee or Reverse Termination Fee under this Section 8.3 on more than one occasion, whether or not such fee may be payable under more than one provision of this Agreement at the same or at different times and upon the occurrence of different events. Each of the parties acknowledges and agrees that (i) the covenants and obligations contained in this Section 8.3 are an integral part of the MergerContemplated Transactions, and that, without these covenants and obligations, Parent the parties would not have entered into this Agreement and (ii) neither the Termination Fee nor the Reverse Termination Fee is a penalty, but rather each is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub or the Company, as the case may be, in the circumstances in which the Termination Fee or the Reverse Termination Fee 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 Merger, which amount would otherwise be impossible to calculate with precision. Notwithstanding anything to the contrary contained in this Agreement: (A) except in the case of fraud or a Knowing and Intentional Breach of any of the Company’s covenants or obligations contained in this Agreement, if this Agreement is validly terminated in accordance with Section 8.1, Parent’s right to receive payment of the Termination Fee from the Company in the circumstances under which such fee is payable pursuant to this Section 8.3 (plus, if the Termination Fee is not timely paid, the interest, fees and expenses described in Section 8.3(h)) shall be the sole and exclusive remedy of Parent and Merger Sub against the Acquired Companies and any of their respective former, current or future officers, directors, partners, stockholders, option holders, managers, members or Affiliates (each such Person, a “Company Related Party”) for the loss suffered as a result of the failure of the Merger to be consummated or any loss suffered as a result of any breach of any covenant or agreement in this Agreement, and upon payment of such amount, none of the Acquired Companies or any of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement; and (B) except in the case of fraud or a Knowing and Intentional Breach of any of Parent’s or Merger Sub’s covenants or obligations contained in this Agreement, if this Agreement is validly terminated in accordance with Section 8.1, the Company’s right to receive payment of the Reverse Termination Fee from Parent in the circumstances under which such fee is payable pursuant to Section 8.3(e) (plus, if the Reverse Termination Fee is not timely paid, the interest, fees and expenses described in Section 8.3(h)) shall be the sole and exclusive remedy of the Company against Parent, Merger Sub and any of their respective former, current or future officers, directors, partners, stockholders, option holders, managers, members, Subsidiaries or Affiliates (each such Person, a “Parent Related Party”) for the loss suffered as a result of the failure of the Merger to be consummated or any loss suffered as a result of any breach of any covenant or agreement in this Agreement, and upon payment of such amount, none of Parent, Merger Sub or any of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement. Nothing in this Section 8.3(g) shall limit the rights of Parent, Merger Sub or the Company under Section 9.12 (or otherwise with respect to injunctive or similar relief). (gh) If the Company any party fails to pay when due any amount payable under this Section 8.3, then: then (i) the Company such party shall reimburse Parent the other party for all costs reasonable and documented out-of-pocket fees and expenses (including fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by Parent the other party of its rights under this Section 8.3; 8.3 and (ii) the Company such party shall pay to Parent 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 Parent the other party in full) at a rate per annum 300 basis points over equal to the “prime rate” (as announced by Bank sum of America, N.A. or any successor thereto) the Prime Rate in effect on the date such overdue amount was originally required to be paidpaid plus 500 basis points.