Fees for Termination. If Purchaser or Seller terminates this Agreement pursuant 45 to Section 10.1(b) by reason of the failure of the other party to comply with any covenant in this Agreement for which such other party is responsible, and the terminating party has complied with all covenants and satisfied all closing conditions contained in Article 9 for which the terminating party is responsible, then the non-terminating party shall promptly pay the terminating party for all of the terminating party’s out-of-pocket costs and expenses associated with the Transaction.
Fees for Termination. Any charges payable by you upon termination of the Agreement will reasonably correspond to our actual costs in terminating the Agreement. We will not charge you for termination six (6) months after the Agreement began. Where any fees paid on a regular basis have been paid in advance, we will apportion such fees and reimburse you proportionally.
Fees for Termination. The Parties acknowledge that Parent has advanced funds to the Company and may continue, at its sole option, to do so up through the Initial Closing Date (“Parent Advances”). If either the Company terminates this Agreement based on a breach of this Agreement by Parent or the Parent terminates this Agreement for any reason other than a breach of this Agreement by the Company, the Company shall be released from all obligations to repay the Parent Advances and the Parent shall otherwise reimburse the Company for all of the Company’s out-of pocket expenses incurred in connection with the Transactions, including the Company’s fees and expenses for a non-audit accounting firm to review the Company’s books and records, prepare Company financial statements for audit and otherwise ready the Company for an audit of its financial statements, and for an independent registered public accounting firm to audit the financial statements of Parent. If the Parent terminates this Agreement based on a breach of this Agreement by the Company or the Shareholders or if the Company or the Shareholders terminate this Agreement for any reason other than a breach of this Agreement by the Parent, then the Company shall immediately repay all Parent Advances.
Fees for Termination. If Purchaser or Seller terminates this Agreement pursuant to Section 8.1(c) by reason of the failure of the other party to satisfy any of the terminating party's closing conditions contained in Article 8 and all of the terminating party's closing conditions have been satisfied, the non-terminating party shall promptly pay the terminating party for all of its out-of-pocket costs and expenses associated with the Merger.
Fees for Termination. 42 ARTICLE 11. INDEMNIFICATION.............................................. 43
Fees for Termination. 44 ARTICLE 9. INDEMNIFICATION......................................... 44 9.1 Survival of Representations and Warranties................... 44 9.2
Fees for Termination. If (a) a party breaches Section 6.3 and this Agreement terminates, (b) the other party has satisfied all closing conditions contained in Article 9 for which the party is responsible, and (c) a Competing Transaction is consummated by the breaching party then the breaching party shall promptly pay the nonbreaching party One Million Dollars ($1,000,000) as a termination fee ("Fee").
Fees for Termination. If Seller terminates this Agreement pursuant to Section 5.1(c) by reason of the failure of Purchaser to satisfy the closing conditions contained in Section 3.3 and all of the conditions set forth in Section 3.2 have been satisfied, Purchaser shall, within four (4) Business Days following such termination, pay to Seller Five Million Dollars ($5,000,000) (the “Break Up Fee”). Each of the parties hereto acknowledges that the Break Up Fee is not intended to be a penalty, but rather is liquidated damages in a reasonable amount that will compensate Seller for the efforts and resources expended and opportunities foregone while negotiating the Transaction, in reliance on this Agreement and on the expectation of the consummation of the Transaction, which amount would otherwise be impossible to calculate with precision. Notwithstanding anything to the contrary in this Agreement, if Seller receives or is entitled to receive the Break Up Fee, such payment shall be the sole and exclusive remedy of Seller, Primary Stockholder and Option Holder hereunder, and upon payment of the Break Up Fee, neither Purchaser, PCM nor any of their respective Affiliates shall have any further liability or obligation relating to or arising out of the Transaction, whether pursuant to this Agreement, any Transaction Agreement or otherwise.
Fees for Termination. (a) Genius shall pay to TWC or its designee a fee in the amount of $4,000,000 (the “Genius Termination Fee”) which shall be inclusive of reasonable and customary out-of-pocket costs and expenses (including, without limitation, costs or expenses of lenders, legal counsel, investment bankers, consultants, accountants and other advisors) paid or incurred in connection with consummating the transactions contemplated by this Agreement (“TWC Expenses”), in cash, by wire transfer of immediately available funds to an account designated by TWC or such designee, if: (i) Genius terminates this Agreement pursuant to Section 7.1(h) or TWC terminates this Agreement pursuant to Section 7.1(f); (ii) TWC terminates this Agreement pursuant to Section 7.1(a) (so long as the breach or failure to perform giving rise to such right of termination was a willful and knowing breach or failure to perform) or Section 7.1(e); or (iii) Genius or TWC terminates this Agreement pursuant to Section 7.1(b), but only if (A) a Competing Transaction Proposal shall have been publicly disclosed or disclosed to Genius prior to the Outside Date, and (B) within 12 months after such termination Genius (or any Genius Subsidiary) enters into a definitive agreement with respect to a Superior Genius Proposal with the Person or group (or any affiliate of such Person or any member of such group) that made the Competing Transaction Proposal referred to in clause (A) above, or consummates a transaction that constitutes a Superior Genius Proposal with such Person or group (or any affiliate of such Person or any member of such group).
Fees for Termination. If Parent terminates this Agreement pursuant to Section 8.1(c) by reason of the failure of the Sole Shareholders to satisfy any of the conditions set forth in Sections 7.3(n) – (r), the Sole Shareholders shall promptly return the Deposit to Parent less the Company’s legal fees and costs incurred through the date of such termination and pay Buyer for all of its out-of-pocket costs and expenses associated with the transactions contemplated by this Agreement.
