Liquidated Damages; Termination Fee Sample Clauses

Liquidated Damages; Termination Fee. Notwithstanding anything to the contrary contained in this Agreement, in the event that any of the following events or circumstances shall occur, Republic shall, within ten (10) days after notice of the occurrence thereof by D&N, pay to D&N the sum equal to the "Termination Fee Amount" (as defined in this Section 7.18), which the parties agree and stipulate as reasonable and full liquidated damages and reasonable compensation for the involvement of D&N in the transactions contemplated in this Agreement, is not a penalty or forfeiture, and will not affect the provisions of this Section 7.18: (i) at any time prior to termination of this Agreement an "Acquisition Event" (as defined in this Section 7.18) shall occur; or (ii) D&N shall terminate this Agreement pursuant to Section 4.4(b)(i) (provided that the failure of Republic to perform its obligations hereunder is the cause of, or has resulted in, the failure of the Closing to occur on or before November 30, 1999), Section 4.4(e) or Section 4.4(f), or if Republic fails to call and hold the meeting of its stockholders as required by Section 4.4(f) of this Agreement. For purposes of this Section 7.18: "Acquisition Event" shall mean that Republic shall have authorized, recommended, publicly proposed or publicly announced an intention to authorize, recommend or propose, or entered into an agreement with any person other than any of the parties to this Agreement) to effect a Takeover Proposal or shall fail to publicly oppose a tender offer or exchange offer by another person based on a Takeover Proposal; and "Termination Fee Amount" shall mean a sum, in Dollars, equal to the lesser of $9,000,000 or an amount equal to three percent (3%) of the sum derived by multiplying (x) the Conversion Number by (y) the sum derived by multiplying the number of shares of D&N Common Stock outstanding as of the date of termination by the closing price for D&N Common Stock on the trading day that the execution of this Agreement is first publicly announced. Upon the making and receipt of such payment under this Section 7.18, Republic shall have no further obligation of any kind under this Agreement and D&N shall not have any further obligation of any kind under this Agreement, except in each case under Sections 7.2, 7.12 and 7.13 of this Agreement, and no party shall have any liability for any breach or alleged breach by such party of any provision of this Agreement. [THIS SPACE INTENTIONALLY LEFT BLANK]
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Liquidated Damages; Termination Fee. Notwithstanding anything to the contrary contained in this Agreement, in the event that any of the following events or circumstances shall occur, NORCAL shall, within ten (10) Business Days after notice of the occurrence thereof by PRA, pay to PRA the sum equal to the Termination Fee (which the parties agree and stipulate as reasonable and full liquidated damages and reasonable compensation for the involvement of PRA in the transactions contemplated in this Agreement and is not a penalty or forfeiture): (i) PRA shall terminate this Agreement pursuant to Section 10.1(d) or (e) (other than, for the avoidance of doubt, a termination relating to the conditions set forth in Sections 9.1(b) and (c) not being satisfied); (ii) NORCAL shall terminate this Agreement pursuant to Section 10.1(j) (other than, for the avoidance of doubt, a termination relating to the conditions set forth in Sections 9.1(b) and (c) not being satisfied); or (iii) if the Record Date Policyholders of NORCAL fail to hold the Special Meeting as required by Section 8.3 of this Agreement within 120 days after the Commissioner issues his decision and order approving the Plan of Conversion. For purposes of this Agreement a “NORCAL Acquisition Event” shall mean that NORCAL shall have authorized, recommended, approved, or entered into an agreement with any Person (other than any of the parties to this Agreement) to effect an Acquisition Proposal. Upon the making and receipt of such payment under this Section 10.5, NORCAL shall have no further obligation of any kind under this Agreement and PRA shall not have any further obligation of any kind under this Agreement, except in each case under Section 10.2 of this Agreement, and no party shall have any liability for any breach or alleged breach by such party of any provision of this Agreement. ARTICLE 11
Sample 1
Liquidated Damages; Termination Fee. Notwithstanding anything to the contrary contained in this Agreement, in the event that any of the following events or circumstances shall occur, NCRIC shall, within ten (10) days after notice of the occurrence thereof by PRA, pay to PRA the sum equal to $1,725,000 (which the parties agree and stipulate as reasonable and full liquidated damages and reasonable compensation for the involvement of PRA in the transactions contemplated in this Agreement, is not a penalty or forfeiture, and will not affect the provisions of this Section 8.5): (i) at any time prior to termination of this Agreement a NCRIC Acquisition Event shall occur; (ii) PRA shall terminate this Agreement pursuant to Section 8.1(e) or (f); (iii) NCRIC shall terminate this Agreement pursuant to Section 8.1(k); or (iv) if NCRIC fails to call and hold the meeting of its stockholders as required by Section 6.4 of this Agreement. For purposes of this Agreement a "NCRIC ACQUISITION EVENT" shall mean that NCRIC shall have authorized, recommended, approved, or entered into an agreement with any Person (other than any of the parties to this Agreement) to effect an Acquisition Proposal or shall fail to publicly oppose a tender offer or exchange offer by another person based on an Acquisition Proposal. Upon the making and receipt of such payment under this Section 8.5, NCRIC shall have no further obligation of any kind under this Agreement and neither PRA nor NEWCO shall have any further obligation of any kind under this Agreement, except in each case under Section 8.2 of this Agreement, and no party shall have any liability for any breach or alleged breach by such party of any provision of this Agreement.
Sample 1
Liquidated Damages; Termination Fee. (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that any of the following events or circumstances shall occur, PPTF shall, within ten (10) days after notice of the occurrence thereof by Professionals Group, pay to Professionals Group the sum equal to $3,000,000 plus all out-of-pocket expenses of Professionals Group, which the parties agree and stipulate as reasonable and full liquidated damages and reasonable compensation for the involvement of Professionals Group in the transactions contemplated in this Agreement, is not a penalty or forfeiture, and will not affect the provisions of this Section 8.5: (i) at any time prior to termination of this Agreement a PPTF Acquisition Event (as defined in this Section 8.5(a)) shall occur; or (ii) PPTF shall terminate this Agreement pursuant to Section 8.1(e) or (g) or if PPTF fails to call and hold the meeting of its Voting Members as required by Section 6.4 of this Agreement. For purposes of this Agreement a "
Sample 1
Liquidated Damages; Termination Fee. (a) MAI shall pay to PICM cash in the amount of $2,400,000 as an allowance for expenses of transaction within ten (10) days after written notice from PICM requesting such payment, if the Mergers and the transactions contemplated by this Agreement are not consummated due to any of the following reasons: (i) PICM refuses or is unable to close in accordance with Section 10.1 because the conditions under Sections 9.1(d) or 9.1(f) are not satisfied due to MAI's fault or the conditions under Sections 9.1(b), 9.2(a), 9.2(b), or 9.2(c) are not satisfied; or (ii) MAI refuses or is unable to close in accordance with Section 10.1 because the conditions in Sections 9.1(d) or 9.1(f) are not satisfied due to MAI's fault or the condition
Sample 1
Liquidated Damages; Termination Fee. Notwithstanding anything to the contrary contained in this Agreement, in the event that any of the following events or circumstances shall occur, Eastern shall, within ten (10) days after notice of the occurrence thereof by ProAssurance, pay to ProAssurance a sum equal to (A) four percent (4%) of the Merger Consideration and (B) the amount of the direct, out-of-pocket aggregate costs incurred by ProAssurance in connection with the negotiation and performance of this Agreement not to exceed $1,000,000 (which the parties agree and stipulate as reasonable and full liquidated damages and reasonable compensation for the involvement of ProAssurance in the transactions contemplated in this Agreement, is not a penalty or forfeiture, and will not affect the provisions of this Section 8.5):
Sample 1
Liquidated Damages; Termination Fee. Notwithstanding anything contained herein to the contrary, if Seller validly exercises its right to terminate this Agreement pursuant to Section 7.1(b) hereof, then Buyers shall, jointly and severally, within ten (10) days after written demand, pay to Seller a sum equal to $350,000, which the Parties agree and stipulate as reasonable and full liquidated damages and reasonable compensation for their involvement in the transactions contemplated in this Agreement and is not a penalty or forfeiture. Notwithstanding anything contained herein to the contrary, if Buyer validly exercises its right to terminate this Agreement pursuant to Section 7.1(b) hereof, then Seller shall, within ten (10) days after written demand, pay to Buyers a sum equal to $350,000, which the Parties agree and stipulate as reasonable and full liquidated damages and reasonable compensation for their involvement in the transactions contemplated in this Agreement and is not a penalty or forfeiture. No termination fee shall be payable if this Agreement is terminated pursuant to Section 6.1(a) (failure to obtain regulatory approval) or Section 7.1(g) (failure to close by September 30, 2010). No termination fee shall be payable if this Agreement is terminated pursuant to Sections 6.2(c), 6.2(d), 6.3(f), 6.3(h) or 6.3(i). Upon the making and receipt of such payment under this Section, such Party shall have no further obligation of any kind under this Agreement and neither Party shall have any further obligation of any kind under this Agreement, except in each case under Sections 5.3 and 5.4, and no Party shall have any liability for any breach or alleged breach by such Party of any provision of this Agreement. For purposes of this Section 7.2(c), in the event any payment required by Seller is prohibited by written directive of a regulatory authority issued after the date of this Agreement, then such payment shall not be due until the lifting or removal of such prohibition,
Sample 1
AutoNDA by SimpleDocs
Liquidated Damages; Termination Fee. (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that any of the following events or circumstances shall occur, North Country shall, within ten (10) days after notice of the occurrence thereof by NCFC Recapitalization, pay to NCFC Recapitalization the sum equal to $1,500,000 plus reimbursement of the Specified Expenses not to exceed $250,000, if not previously paid pursuant to Section 4.8(b), (which the parties agree and stipulate as reasonable and full liquidated damages and reasonable compensation for the involvement of NCFC Recapitalization in the transactions contemplated in this Agreement, is not a penalty or forfeiture, and will not affect the provisions of Section 4.7): (i) NCFC Recapitalization shall terminate this Agreement pursuant to Section 4.6(d) or 4.6(e); (ii) North Country shall terminate this Agreement pursuant to Section 4.6(f); (iii) North Country fails to call and hold the meeting of its shareholders as contemplated in Section 3.4 of this Agreement; or (iv) any of the Investors' Conditions shall not have been satisfied as of the date of any termination of this Agreement pursuant to Section 4.6 and there shall occur any Acquisition Event (whether or not pending on the effective date of termination of this Agreement) within twelve (12) months after the effective date of any such termination.
Sample 1
Liquidated Damages; Termination Fee. Notwithstanding anything to the contrary contained in this Agreement, in the event that any of the following events or circumstances shall occur, Medmarc shall, within ten (10) business days after notice of the occurrence thereof by PRA, Medmarc shall pay to PRA the sum equal to $4,600,000 (which the parties agree and stipulate as reasonable and full liquidated damages and reasonable compensation for the involvement of PRA in the transactions contemplated in this Agreement, is not a penalty or forfeiture, and will not affect the provisions of this Section 9.5): (i) at any time prior to termination of this Agreement a Medmarc Acquisition Event shall occur; (ii) PRA shall terminate this Agreement pursuant to Section 9.1(d) or (e); (iii) Medmarc shall terminate this Agreement pursuant to Section 9.1(i); or (iv) if Medmarc fails to call and the Eligible Members of Medmarc fail to hold the meeting of the Eligible Members of Medmarc as required by Section 1.2 of this Agreement. For purposes of this Agreement a “Medmarc Acquisition Event” shall mean that Medmarc shall have authorized, recommended, approved, or entered into an agreement with any Person (other than any of the parties to this Agreement) to effect an Acquisition Proposal. Upon the making and receipt of such payment under this Section 9.5, Medmarc shall have no further obligation of any kind under this Agreement and neither PRA nor PRA Professional shall have any further obligation of any kind under this Agreement, except in each case under Section 9.2 of this Agreement, and no party shall have any liability for any breach or alleged breach by such party of any provision of this Agreement.
Sample 1

Related to Liquidated Damages; Termination Fee

  • 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.

  • Liquidated Damages The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.

  • Termination Fee (a) In the event that:

  • Payment of Liquidated Damages With respect to any Liquidated Damages that accrue, Owner shall invoice Contractor for such Liquidated Damages. Contractor shall pay such Liquidated Damages within ten (10) Days after Contractor’s receipt of such invoice. To the extent Contractor does not pay such Liquidated Damages within such ten (10) Day period, Owner may, at its option, do one or more of the following: (i) withhold from Contractor amounts that are otherwise due and payable to Contractor in the amount of such Liquidated Damages and/or (ii) collect on the Letter of Credit in the amount of such Liquidated Damages. For the avoidance of doubt, prior to exercising such right to withhold or collect on the Letter of Credit, Owner shall not be required to provide the notice as set forth in Section 7.8. As used in this Agreement, Liquidated Damages are “paid” if and to the extent Owner exercises option (i) or (ii) above for the collection of Liquidated Damages.

  • Company Termination Fee (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.

  • Early Termination Fee In the event that the Funds terminate this Agreement prior to the five (5) year anniversary of the Effective Date (the “Anniversary Date”), other than due to the Transfer Agent’s bankruptcy under Section 12.6, or for cause under Section 12.7, or under Section 4.2 in the event the Transfer Agent ceases to be a registered transfer agent under the 1934 Act, or under Section 4.9 in the event the Transfer Agent violates clauses (a) or (b) of that Section, the Funds shall pay to the Transfer Agent an early termination fee (the “Early Termination Fee”), the amount of which shall be determined as follows:

  • 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 Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated.

  • Termination Fees (a) If this Agreement is terminated:

  • Payment of accrued default interest Subject to the other provisions of this Agreement, any interest due under this Clause shall be paid on the last day of the period by reference to which it was determined; and the payment shall be made to the Agent for the account of the Creditor Party to which the overdue amount is due.

  • Parent Termination Fee (a) If this Agreement is terminated by the Company pursuant to Section 8.3(a) (Parent Change in Recommendation) then Parent shall, within two (2) Business Days after such termination pay the Company a fee equal to $356,000,000 (the “Parent Termination Fee”) less any amount of Company Expenses previously paid by Parent. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

Time is Money Join Law Insider Premium to draft better contracts faster.