Parent Termination Payment. (a) Parent shall pay to the Company a termination payment equal to $600,000,000 (the "Parent Termination Amount") in the event that this Agreement is terminated pursuant to this Article VIII, unless the Agreement is terminated (i) in circumstances where the Company is obligated to pay all or a portion of the Company Termination Amount pursuant to Section 8.6, (ii) following an intentional breach by the Company of its covenants or agreements that would result in a failure of the condition set forth in Section 7.2(a)(ii) (without giving effect to any notice or cure period, and assuming for these purposes that the date of termination is the Closing Date) and that has not been cured prior to the date of termination of this Agreement, (iii) following a breach as of the date of this Agreement by the Company of any representation or warranty contained in this Agreement that would result in a failure of the condition set forth in Section 7.2(a)(i) (without giving effect to any notice or cure period, and assuming for these purposes that the date of termination is the Closing Date) and that has not been cured prior to the date of termination of this Agreement or (iv) pursuant to Section 8.2(iii) following a Change in Recommendation or pursuant to Section 8.4(i) (the "Shareholder Approval/Recommendation Exception"), unless, in each of clauses (ii), (iii) or (iv), Parent has breached any of its representations, warranties, covenants or agreements that would result in a failure of the conditions set forth in Section 7.3(a) (without giving effect to any notice or cure period, and assuming for these purposes that the date of termination is the Closing Date) and which breach has not been cured prior to the termination of this Agreement (the "Parent Breach Exception"); provided, however, that in the event that the sole reason that Parent is not obligated to pay to the Company the Parent Termination Amount is as a result of the Shareholder Approval/Recommendation Exception set forth in clause (iv) above, then Parent shall be obligated to pay $350,000,000 (the "Partial Parent Termination Amount") to the Company in the event the Agreement is terminated pursuant to Section 8.4(i) or pursuant to Section 8.2(iii) following a Change in Recommendation, under circumstances in which the Company is not obligated to pay all or a portion of the Company Termination Amount pursuant to Section 8.6 and where there exists a Material Parent Stock Price Decline as of the initial date of the C...

Parent Termination Payment. (a) If, but only if, this Agreement is terminated by: (i) either the Company or Parent pursuant to Section 8.01(b)(iii); or (ii) the Company pursuant to Section 8.01(d)(iii) (but only in circumstances where the Company does not have a right to terminate pursuant to Section 8.01(b)(iii)), then Parent shall pay, or cause to be paid, to the Company or the Company’s designee(s), as the case may be, an amount in cash equal to, in the case of Section 8.04(a)(i), $13,700,000, or, in the case of Section 8.04(a)(ii), $18,200,000 (such applicable amount, the “Parent Termination Fee”). (b) Any payments required to be made under Section 8.04(a) shall be made by wire transfer of same day funds to the account or accounts designated by the Company promptly, and in no event later than two (2) Business Days (such period to be calculated by reference to Business Days in Hong Kong) after the date of such termination. (c) For the avoidance of doubt, any payment made by Parent under this Section 8.04 shall be payable only once with respect to this Section 8.04 and not in duplication even though such payment may be payable under one or more provisions hereof. (d) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.04 are an integral part of this Agreement and the transactions contemplated hereby and that without such agreements the Company, Parent and Merger Sub would not have entered into this Agreement. Accordingly, if Parent fails to pay the Parent Termination Fee due pursuant to this Section 8.04 or any portion thereof and, in order to obtain such payment, the Company commences a suit which results in an Order against Parent or Merger Sub for such amounts or any portion thereof, Parent shall pay to the Company its costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit, together with interest on the amount of the Parent Termination Fee (or any portion thereof that has not been paid timely in accordance with this Agreement) and on the amount of such costs and expenses, in each case from and including the date payment of such amount was due to through the date of actual payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made.

Parent Termination Payment. (a) In the event that a Pre-Termination Acquisition Proposal Event with respect to Parent shall have occurred and this Agreement is terminated by the Company pursuant to Section 8.3(iii) as a result of an intentional breach by Parent of any representation, warranty, covenant or agreement, then Parent shall pay to the Company a termination payment equal to (pound)236,000,000 (the "PARENT TERMINATION AMOUNT"), by wire transfer of immediately available funds. Such Parent Termination Amount shall be paid promptly and, in any event, within two Business Days after the date of such termination. (b) In the event that: (i) a Pre-Termination Acquisition Proposal Event with respect to Parent shall have occurred and this Agreement is terminated by the Company pursuant to Section 8.3(i) (which clause relates to the board of directors of Parent withdrawing or modifying its recommendation of the Merger and/or any of the other matters subject to the Parent Votes); (ii) this Agreement is terminated by the Company pursuant to Section 8.3(ii)(A) (which clause relates to a breach under the "no solicitation" or related obligations under Section 6.3); (iii) this Agreement is terminated by the Company pursuant to Section 8.3(ii)(B) by reason of Parent or the board of directors of Parent recommending an Acquisition Proposal to its shareholders pursuant to clause (iii) of the first proviso to Section 6.3(a); or (iv) a Pre-Termination Acquisition Proposal Event with respect to Parent shall have occurred and this Agreement is terminated by Parent pursuant to Section 8.4(iv); then, in any such event, (A) Parent shall promptly (and in any event within two Business Days) following such termination, pay the Company, by wire transfer of immediately available funds, an initial termination payment equal to three-fifths (3/5) of the Parent Termination Amount, and (B) if, prior to or within nine (9) months following any such termination, (x) Parent executes and delivers an agreement with respect to an Acquisition Proposal, or (y) the board of directors of Parent recommends a third-party tender offer or exchange offer for the Parent Ordinary Shares, or (z) an Acquisition Proposal with respect to Parent is consummated, then, upon the occurrence of the first such event described in clause (x), (y) or (z) (a "POST-TERMINATION PARENT ACQUISITION PROPOSAL EVENT") Parent shall also promptly (and in any event within two Business Days after such event) pay the Company, by wire transfer of immediately...

Parent Termination Payment. (a) If this Agreement is terminated pursuant to (i) Section 8.1.3, or (ii) Section 8.1.7, then, in any such case, Parent shall pay or cause to be paid to the Company a fee, in cash, equal to $18,000,000 (the “Parent Termination Fee”). (b) The Parent Termination Fee shall be paid within five (5) Business Days after the termination of this Agreement, it being understood that in no event shall Parent be required to pay or cause to be paid the Parent Termination Fee on more than one occasion. Upon payment of the Parent Termination Fee (and any additional amounts payable under and in accordance with Section 8.3(d)), neither Parent nor any other member of the Parent Group shall have any further liability with respect to this Agreement or the transactions contemplated hereby (including the Debt Financing) to the Company or any other Person (whether at law, in equity, in contract, in tort or otherwise), and none of the Company, any Holder or any other Person shall have any claim or recourse against any member of the Parent Group as a result of the breach of any representation, warranty, covenant or agreement of Parent or Merger Sub, as applicable, contained herein or otherwise arising out of or in connection with the transactions contemplated by this Agreement (including the Debt Financing). For purposes hereof, “Parent Group” shall mean Parent, Merger Sub, and the Lenders and each of their respective former, current or future holders of any equity, partnership or limited liability company interests, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders or assigns.

Parent Termination Payment. Parent shall pay to the Company in cash and by way of compensation an amount equal to $41,600,000 (the “Parent Termination Payment”) by wire transfer of immediately available funds concurrently with the termination of this Agreement, in the event that: (i) (A) this Agreement is terminated pursuant to Section 8.1(b)(ii) and (B) all of the conditions set forth in Section 7.1 and Section 7.2 have been satisfied (or, if any such conditions are by their nature to be satisfied at the Closing, are, on the date of such termination, capable of being satisfied) or waived by Parent and Merger Sub, other than the conditions set forth in Section 7.1(b) (to the extent that the applicable Restraint is related to any Antitrust and Foreign Investment Laws) or Section 7.1(c); or (ii) this Agreement is terminated pursuant to Section 8.1(b)(i) (to the extent that the applicable Restraint is related to any Antitrust and Foreign Investment Laws).

Related to Parent Termination Payment

Parent Termination Fee Parent shall pay to the Company the Parent Termination Fee if this Agreement is terminated as follows: (i) if this Agreement is terminated (A) by the Company pursuant to Section 8.1(c)(ii) or (B) by Parent or the Company pursuant to Section 8.1(b)(iv) at a time when the Company could have terminated this Agreement pursuant to Section 8.1(c)(ii) unless at the time of such termination pursuant to Section 8.1(b)(iv) the Company shall have been in Willful Breach of this Agreement, then Parent shall pay the entire Parent Termination Fee by the fifth (5th) Business Day following such termination; (ii) if this Agreement is terminated by Parent pursuant to Section 8.1(d)(iii), then Parent shall pay to the Company the entire Parent Termination Fee upon such termination; or (iii) if (A) this Agreement is terminated (1) pursuant to Section 8.1(c)(i) if the breach giving rise to such termination was a Willful Breach, (2) pursuant to Section 8.1(b)(iv) or (3) pursuant to Section 8.1(b)(i), (B) (x) in the case of clause (1) above, a bona fide Parent Acquisition Proposal shall have been publicly announced or otherwise communicated to a member of senior management or the Board of Directors of Parent (or any Person shall have publicly announced or communicated a bona fide intention, whether or not conditional, to make a Parent Acquisition Proposal) at any time after the date of this Agreement and prior to the date of the breach giving rise to such termination, (y) in the case of clause (2) above, a bona fide Parent Acquisition Proposal shall have been publicly announced (or any Person shall have publicly announced or communicated a bona fide intention, whether or not conditional, to make a Parent Acquisition Proposal) at any time after the date of this Agreement and prior to the taking of the vote of the stockholders of Parent at the Parent Stockholders’ Meeting or (z) in the case of clause (3) above, a bona fide Parent Acquisition Proposal shall have been publicly announced or otherwise communicated to a member of senior management or the Board of Directors of Parent (or any Person shall have publicly announced or communicated a bona fide intention, whether or not conditional, to make a Parent Acquisition Proposal) at any time after the date of this Agreement, and (C) within twelve (12) months after the date of such termination, Parent enters into a definitive agreement to consummate, or consummates, any Parent Acquisition Transaction, then the Company shall pay to the Company the Parent Termination Fee by the second (2nd) Business Day following the earlier of the date Parent enters into a definitive agreement to consummate or consummates such Parent Acquisition Transaction.
Termination Payment The final payment delivered to the Certificateholders on the Termination Date pursuant to the procedures set forth in Section 9.01(b).
Company Termination Fee (i) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(c)(i), or in the event that this Agreement is terminated by the Company pursuant to Section 9.1(d)(ii), then, in each case, the Company shall pay to Parent, by wire transfer of immediately available funds, a fee in the amount of $135,500,000 (the “Company Termination Fee”) at or prior to the termination of this Agreement in the case of a termination pursuant to Section 9.1(d)(ii) or as promptly as practicable (and, in any event, within two Business Days following such termination) in the case of a termination pursuant to Section 9.1(c)(i). (ii) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 9.1(b)(i) or Section 9.1(b)(iii), or in the event that this Agreement is terminated by Parent pursuant to Section 9.1(c)(ii) in respect of a Willful Breach by the Company of a covenant or agreement contained in this Agreement, and in each case at any time after the date of this Agreement prior to such termination (i) a Company Acquisition Proposal has been made to the Company and publicly announced and has not been withdrawn prior to the termination of this Agreement (or prior to the Company Stockholders’ Meeting in the case of a termination pursuant to Section 9.1(b)(iii)) and (ii) within twelve months after such termination, the Company (A) enters into an agreement with respect to a Company Acquisition Proposal and such Company Acquisition Proposal is subsequently consummated or (B) consummates a Company Acquisition Proposal, then, in any such event, the Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee less the amount of any Parent Expenses previously paid by the Company concurrently with the consummation of such transaction arising from such Company Acquisition Proposal (and in any event, within two Business Days following such consummation); provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(a)(ii), references to “15%” and “85%” shall be replaced by “50%”).
Termination Payments In the event of termination of the employment of Executive, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this paragraph 4:
Vacation Pay Upon Termination When an employee in the bargaining unit is terminated for any reason, he/she shall be entitled to all vacation pay earned and accumulated up to and including the effective date of the termination.
Notice of Termination Payment As soon as practicable after calculation of a Termination Payment, notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is due to or due from the Non-Defaulting Party. The notice shall include a written statement explaining in reasonable detail the calculation of such amount. Subject to Section 5.4(b) above, the Termination Payment shall be made by the Party that owes it within three (3) Business Days after such notice is effective.
Agreement Termination In the event Contractor is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, County may terminate this Agreement in whole or in part in the same manner as for breach hereof.
Termination Payments and Benefits Regardless of the circumstances of the Executive’s termination, Executive shall be entitled to payment when due of any earned and unpaid base salary, expense reimbursements and vacation days accrued prior to the termination of Executive’s employment, and other unpaid vested amounts or benefits under Company retirement and health benefit plans, and, as applicable, under Equity Agreements in accordance with their terms, and to no other compensation or benefits. (a) If (i) the Company terminates the Executive’s employment without Cause, or (ii) the Executive terminates employment with the Company within twelve (12) months following the occurrence of a Change in Control, provided that within such period, (a) either Executive’s job duties have been materially and permanently diminished or the Executive’s compensation has been materially decreased and (b) Executive provides written notice to the Company within ninety (90) days of the occurrence of an aforementioned event and the Company fails to cure the event within thirty (30) days following the Company’s receipt of the Executive’s written notice, then, in the case of either (i) or (ii) above, the Company will provide the Executive with separation payments of twelve (12) months base salary at Executive’s base salary rate at the time of Executive’s termination or if greater, the Executive’s base rate in effect on the Change of Control Date; to be paid in twenty-six (26) regular bi-weekly pay periods beginning on the first pay period occurring after the sixtieth (60th) day following the Executive’s termination, provided the Executive executes and does not subsequently revoke the Separation and General Release Agreement referenced below within such sixty (60) day period. (b) For a period of twelve (12) months from the Executive’s separation from service, the Company will pay to the Executive an amount, minus all applicable taxes and withholdings, equal to the full monthly cost (including any portion of the cost previously paid by the employee) to provide the same level of group health benefits maintained by Executive as of Executive’s separation from service, provided the Executive executes and does not subsequently revoke the Separation and General Release Agreement referenced below within such sixty (60) day period. (c) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any one of the following events:
Employment Termination Date The Employment Termination Date shall be as follows: (i) if the Executive’s employment is terminated by Executive’s death, the date of Executive’s death; (ii) if the Executive’s employment is terminated pursuant to any other provision of this Agreement, the date specified in the Notice of Termination (the “Employment Termination Date”).
Termination and Severance Pay A. In the event Employee is terminated by the Board before the expiration of the term of this agreement without just cause, and during that time Employee is willing and able to perform his duties under this Agreement, the Board shall continue to pay Employee's salary for a period of four (4) months after the date of termination (the "Severance Period") and shall continue Employee's then current health insurance coverage for a period of four (4) months. In the event Employer is not able to maintain Employee's health insurance coverage pursuant to the terms of the Township health insurance plan, then Employer shall pay to Employee, for a period of four (4) months, the cost of health insurance premiums at a rate that will continue substantially similar health benefits for Employee and Employee's family, if applicable, as provided under the then current township health insurance plan. In addition, the Board shall pay the cash value of any accrued vacation time. All of the above shall hereinafter be referred to as the Severance Compensation. The parties agree that this Severance Compensation shall constitute Employee's sole and exclusive remedy for termination without just cause B. In the event Employee is terminated by the Board before the expiration of the term of this agreement with just cause, the Board shall have no obligation to pay the Severance Compensation set forth in Section 3A. C. In the event the Board, at any time during the term of this Agreement, reduces the salary or other financial benefits of Employee in a greater percentage than an applicable across- the-board reduction for all employees of the Board, or in the event the Board refuses, following written notice, to comply with any other provision benefiting Employee herein, or Employee resigns following a written request by the Board that he resign, then, in that event, Employee may, at his option, be deemed to be "terminated without just cause" as of the date of such reduction, refusal to comply, or written request and Employee shall be entitled to the Severance Compensation as set forth in Section 3A. as if he were terminated without cause. For the purposes of this paragraph, the Board's failure to grant Employee a raise equivalent to that given any or all other Township Employees shall not be deemed a "reduction" as provided herein. D. In the event Employee desires to voluntarily resign his position with the Board before the expiration of the above term of this employment, then Employee shall give the Board thirty (30) days notice in advance, unless the parties agree otherwise in writing. In the event the Employee voluntarily resigns his position, he shall not be entitled to the severance pay provisions contained in Section 3A hereof. E. For the purposes of Section 3. hereof, "just cause" shall mean the following: (a) The Employee is convicted of a felony; (b) The Employee has failed or neglected to carry out his duties hereunder in any material and significant respect, or has been guilty of misfeasance, malfeasance, or nonfeasance in office for a period of thirty (30) days after written notice to him from the Board specifying the nature of such failure, neglect, misfeasance, malfeasance, or nonfeasance in office, unless such misfeasance, malfeasance, or nonfeasance is so egregious or of such a nature that it is of a criminal nature or it cannot be corrected. F. If the Employee is permanently disabled or is otherwise unable to perform his duties because of sickness, accident, injury, mental incapacity or health for a period of eight successive weeks beyond any accrued sick leave and vacation time, the Board shall have the option to terminate this Agreement, and Employee shall receive the Severance Compensation set forth under Paragraph 3A. above.

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