Common use of Parent Payments Clause in Contracts

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the date of this Agreement and prior to the termination of this Agreement, a person has publicly announced and not withdrawn a Parent Acquisition Proposal and (B) within twelve months following the termination of this Agreement, either a Parent Acquisition (as defined below) is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. 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)due to failure of Parent to obtain the requisite approval for the Merger, 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 in an amount equal to three million five hundred thousand dollars (the "Termination Fee"$3,500,000.00); 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 proposal to make a Parent Acquisition Proposal and (B) within twelve 12 months following the termination of this Agreement, either a Parent Acquisition (as defined below) is consummated with such personconsummated, or the Parent enters into an agreement providing for a Parent Acquisition with such person and such Parent Acquisition is later consummated with such the person (or affiliate of another person controlling, controlled by, or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Parent has entered 86 into such an agreement within such twelve12-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 the 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 the Parent fails to pay in a timely manner the amounts amount due pursuant to this Section 7.3(c), and, in order to obtain such payment, Parent Company makes a claim that results in a judgment against the Parent for the amounts amount 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 amount 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. In the event that this Agreement is terminated --------------- by Parent or Company, as applicable, pursuant to Sections 7.1(b), 7.1(e(i) or 7.1(g), Parent shall promptly, but in no event later than two days after pay to the date of such termination, pay Company a fee equal to $2.5 million in the Termination Fee Amount, by wire transfer of immediately available funds (to an account or accounts designated in writing by the "Termination Fee"); providedCompany, that within one business day after demand by the Company, 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 event that (A) following the date execution and delivery of this Agreement and prior to the termination Parent Stockholder Meeting (or any adjournment or postponement thereof) at which a vote is taken on the Parent Voting Proposal, an Acquisition Proposal in respect of this Agreement, a person has Parent shall have been publicly announced and not withdrawn a or shall have become publicly known, or any Person shall have publicly announced prior to the Parent Stockholder Meeting an intention to make an Acquisition Proposal in respect of Parent and such Acquisition Proposal has not been withdrawn at least 10 Business Days prior to the Parent Stockholder Meeting, (B) this Agreement is terminated pursuant to Section 9.1(d)(i), and (BC) within twelve months following the termination of this Agreement, either a an Acquisition Transaction in respect of Parent (whether or not the Acquisition Transaction referenced in the preceding clause (as defined belowA)) is consummated with such person, or Parent enters into an agreement a letter of intent, memorandum of understanding or other Contract providing for a an Acquisition Transaction in respect of Parent (whether or not the Acquisition with such person Transaction referenced in the preceding clause (A)) and such Parent Acquisition Transaction is later ultimately consummated with such person (whether or affiliate of such person) with whom such agreement was entered into (regardless of when such consummation occurs if not consummated during the Parent has entered into such an agreement within such twelveforegoing 12-month period); provided, however, that for the purposes of this Section 9.3(c)(i), (x) all references to 15% and 50% in the definition of “Acquisition Transaction” shall be replaced by 50.1% and (iiy) such payment the reference to 85% in the definition of “Acquisition Transaction” 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 replaced 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 Agreement49.9%.

Parent Payments. In the event that this Agreement is terminated --------------- by Parent or Company, as applicable, Company pursuant to Sections 7.1(b), 7.1(e) or Section 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 30 million in immediately available funds (the "Termination FeePARENT TERMINATION FEE"); provided. If this Agreement shall be terminated by any party hereto pursuant to Section 7.1(e) and prior to the time of the occurrence of the event entitling such party to terminate this Agreement pursuant to such provision a Parent Contingent Proposal shall have been publicly announced or otherwise publicly disclosed, that and prior to the date 12 months following the date of the termination of this Agreement either (i) the transaction contemplated by such Parent Contingent Proposal shall be consummated or (ii) Parent shall enter into a written agreement providing for the consummation of the transaction contemplated by such Parent Contingent Proposal, then Parent shall pay to Company the Parent Termination Fee in immediately available funds, in the case of a termination under Sections 7.1(b) or 7.1(e) prior to which no Parent Triggering Event has occurred, clause (i) concurrently with the consummation of the transaction contemplated by 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 Contingent Proposal and (B) within twelve months following in the termination case 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 clause (ii) one half of the Parent Termination Fee concurrently with the execution of such payment shall be made promptly, but in no event later than two days after agreement and the remaining half of the Parent Termination Fee upon the consummation of the transaction contemplated by such Parent Acquisition (regardless of when such consummation occurs if Parent has entered into such an agreement within such twelve-month period)agreement. Parent acknowledges that the agreements contained in this Section 7.3(c7.3(d) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Company would not enter into this Agreement. Accordingly; accordingly, if Parent fails promptly to pay in a timely manner the amounts due pursuant to this Section 7.3(c7.3(d), and, in order to obtain such payment, Parent makes Company commences a claim that suit which results in a judgment against Parent for the amounts set forth in this Section 7.3(c)7.3(d) and such judgment is not set aside or reversed, 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.on

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)due to failure of Parent to obtain the requisite approval for the Merger, 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 in an amount equal to three million five hundred thousand dollars (the "Termination Fee"$3,500,000.00); 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 proposal to make a Parent Acquisition Proposal and (B) within twelve 12 months following the termination of this Agreement, either a Parent Acquisition (as defined below) is consummated with such personconsummated, or the Parent enters into an agreement providing for a Parent Acquisition with such person and such Parent Acquisition is later consummated with such the person (or affiliate of another person controlling, controlled by, or under common control with, 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 twelve12-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 the Parent has entered -80- 87 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 the Parent fails to pay in a timely manner the amounts amount due pursuant to this Section 7.3(c), and, in order to obtain such payment, Parent Company makes a claim that results in a judgment against the Parent for the amounts amount 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 amount 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. 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)due to failure of Parent to obtain the requisite approval for the Merger, 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 in an amount equal to three million five hundred thousand dollars (the "Termination Fee"$3,500,000.00); providedPROVIDED, 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 proposal to make a Parent Acquisition Proposal and (B) within twelve 12 months following the termination of this Agreement, either a Parent Acquisition (as defined below) is consummated with such personconsummated, or the Parent enters into an agreement providing for a Parent Acquisition with such person and such Parent Acquisition is later consummated with such the person (or affiliate of another person controlling, controlled by, or under common control with, 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 twelve12-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 the 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 the Parent fails to pay in a timely manner the amounts amount due pursuant to this Section 7.3(c), and, in order to obtain such payment, Parent Company makes a claim that results in a judgment against the Parent for the amounts amount 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 amount 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. In the event that this Agreement is terminated --------------- by Parent or Company, as applicable, Company pursuant to Sections 7.1(b), 7.1(e) or Section 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 30 million in immediately available funds (the "Termination FeePARENT TERMINATION FEE"); provided. If this Agreement shall be terminated by any party hereto pursuant to Section 7.1(e) and prior to the time of the occurrence of the event entitling such party to terminate this Agreement pursuant to such provision a Parent Contingent Proposal shall have been publicly announced or otherwise publicly disclosed, that and prior to the date 12 months following the date of the termination of this Agreement either (i) the transaction contemplated by such Parent Contingent Proposal shall be consummated or (ii) Parent shall enter into a written agreement providing for the consummation of the transaction contemplated by such Parent Contingent Proposal, then Parent shall pay to Company the Parent Termination Fee in immediately available funds, in the case of a termination under Sections 7.1(b) or 7.1(e) prior to which no Parent Triggering Event has occurred, clause (i) concurrently with the consummation of the transaction contemplated by 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 Contingent Proposal and (B) within twelve months following in the termination case 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 clause (ii) one half of the Parent Termination Fee concurrently with the execution of such payment shall be made promptly, but in no event later than two days after agreement and the remaining half of the Parent Termination Fee upon the consummation of the transaction contemplated by such Parent Acquisition (regardless of when such consummation occurs if Parent has entered into such an agreement within such twelve-month period)agreement. Parent acknowledges that the agreements contained in this Section 7.3(c7.3(d) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Company would not enter into this Agreement. Accordingly; accordingly, if Parent fails promptly to pay in a timely manner the amounts due pursuant to this Section 7.3(c7.3(d), and, in order to obtain such payment, Parent makes Company commences a claim that suit which 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.this