Parent Payments. The Contractor must not request any payments from Parents for or in relation to the provision of a Program or Service except as permitted by the Department’s Policy titled ‘Parent Payments in Victorian Government Schools’ (‘the Parent Payment Policy’). Any request by the Contractor to Parents for payment ("Request for Payment") must comply with: the Parent Payments Policy; and the School Council’s policy on parent payments. Prior to making a Request for Payment, the Contractor must obtain the prior approval of the School Council with respect to the amount of the payment and the form of the Request for Payment. For the avoidance of doubt, the Contractor acknowledges that no fees may be charged to parents for the provision of learning and teaching, instructional supports, materials and resources, administration and facilities associated with the provision of a Standard Curriculum Program.
Parent Payments. In the event that this Agreement is terminated --------------- by Parent or Company, as applicable, pursuant to Sections 7.1(b), 7.1(e) or 7.1(g), Parent shall promptly, but in no event later than two days after the date of such termination, pay Company a fee equal to $2.5 million in immediately available funds (the "Termination Fee"); provided, that in the case of a termination under Sections 7.1(b) or 7.1(e) prior to which no Parent Triggering Event has occurred, (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person has publicly announced and not withdrawn a Parent Acquisition Proposal and (B) within twelve months following the termination of this Agreement, either a Parent Acquisition (as defined below) is consummated with such person, or Parent enters into an agreement providing for a Parent Acquisition with such person and such Parent Acquisition is later consummated with such person (or affiliate of such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Parent has entered into such an agreement within such twelve-month period), and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Parent Acquisition (regardless of when such consummation occurs if Parent has entered into such an agreement within such twelve-month period). Parent acknowledges that the agreements contained in this Section 7.3(c) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Company would not enter into this Agreement. Accordingly, if Parent fails to pay in a timely manner the amounts due pursuant to this Section 7.3(c), and, in order to obtain such payment, Parent makes a claim that results in a judgment against Parent for the amounts set forth in this Section 7.3(c), Parent shall pay to Company its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(c) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(c) shall not be in lieu of damages incurred in the event of willful breach of this Agreement.
Parent Payments. (i) Parent shall pay to the Company in immediately available funds, within two (2) business days after demand by the Company, an amount equal to $5,000,000 (the "PARENT TERMINATION FEE") if this Agreement is terminated by the Company pursuant to Section 7.1(g).
Parent Payments. If this Agreement is terminated pursuant to Section 8.1(g) or Section 8.1(i), or by either Party pursuant to Section 8.1(c) and at the time of such termination the Company could have terminated this Agreement pursuant to Section 8.1(g) or Section 8.1(i), then Parent shall promptly (and in any event within three Business Days following such termination) pay, or cause to be paid, to the Company an amount equal to $11,340,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company.
Parent Payments. If this Agreement is validly terminated pursuant to Section 8.1(i), then, in each case, Parent shall promptly (and in any event within two Business Days following such termination) pay, or cause to be paid, to the Company an amount equal to $124,600,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company.
Parent Payments. (i) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(c), Parent shall pay to the Company $22,800,000 (the “Reverse Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company, within seven (7) Business Days after demand by the Company.
Parent Payments. Parent shall pay $1.2 billion to the Company (the “Reverse Termination Fee”) by wire transfer of immediately available funds to an escrow account or accounts designated in writing by the Company, within two (2) Business Days after demand by the Company, if this Agreement is terminated by the Company pursuant to Section 8.01(b)(iii) or Section 8.01(b)(iv); provided that, in the event this Agreement is terminated by the Company pursuant to Section 8.01(b)(iv), the Company may, at the Company’s sole discretion elect to either (i) receive the Reverse Termination Fee pursuant to this this Section 8.03(c) or (ii) reject (and return, if applicable) such Reverse Termination Fee and preserve all rights to pursue any claim, action or proceeding for monetary damages against Parent in accordance with Section 9.09.
Parent Payments. In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e) or Section 9.1(f), then in either case, Parent shall pay to the Company the Parent Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by the Company, within two (2) Business Days after such termination. The parties hereto acknowledge and hereby agree that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not the Parent Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.
Parent Payments. Parent shall pay to the Company a fee equal to $80,000,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company, if this Agreement is terminated as follows:
