Payment by Parent. In the event that this Agreement is terminated by Parent pursuant to Section 7.1(b)(1), Section 7.1(b)(3) or by the Company pursuant to any of Section 7.1(b)(3), Section 7.1(c) (but, in the case of Section 7.1(c), only if such termination is due to an intentional breach of any representation, warranty or covenant by Parent) or Section 7.1(e), Parent shall promptly, but in no event later than ten business days after the date of such termination (subject to the further provisions of this Section 7.3(b)), pay the Company the Termination Fee; provided, that in the case of a termination pursuant to Section 7.1(b)(1), Section 7.1(b)(3) or Section 7.1(c) (but, in the case of Section 7.1(c), only if such termination is due to an intentional breach of any representation, warranty or covenant by Parent), the Termination Fee shall be payable only if following the Agreement Date and prior to such termination, any Person shall have made to Parent or its stockholders, or publicly announced, an Alternative Transaction Proposal with respect to Parent and within 12 months following termination of this Agreement, any Alternative Transaction with respect to Parent is consummated or Parent enters into an agreement providing for any Alternative Transaction, such fee payment to be made concurrently with the consummation of such Alternative Transaction.
Payment by Parent. In the event that this Agreement is terminated by Parent or the Company, as applicable:
(1) pursuant to (x) Section 7.1(b) or Section 7.1(e) and such termination is preceded by, or concurrent with, the occurrence of a Triggering Event with respect to Parent, or (y) Section 7.1(g), then Parent shall promptly, but in no event later than three business days after the date of such termination, pay the Company a fee equal to $22,000,000 in immediately available funds (the “Parent Termination Fee”); or
(2) (x) pursuant to Section 7.1(b) or Section 7.1(e) and such termination is not preceded by, or concurrent with, the occurrence of a Triggering Event with respect to Parent and (y) following the date hereof and prior to the termination of this Agreement, there has been public disclosure of an Acquisition Proposal with respect to Parent and (A) within 12 months following the termination of this Agreement an Acquisition of Parent is consummated or (B) within 12 months following the termination of this Agreement Parent enters into an agreement providing for an Acquisition of Parent, then Parent shall promptly pay the Company the Parent Termination Fee, but in no event later than three business days after the first to occur of (A) or (B) (it being understood that only one Parent Termination Fee shall be payable in the event that (A) and (B) both occur).
Payment by Parent. Parent shall make all payments required by Section 3.3 concurrently with the Effective Time either directly or by depositing the cash and securities to be distributed hereunder with the Surviving Company's payroll service or any combination thereof.
Payment by Parent. In the event that this Agreement is terminated by Parent or the Company (A) pursuant to Section 7.1(c) primarily as a result of issues relating to the antitrust or competition laws of any applicable jurisdiction or (B) pursuant to Section 7.1(b) in the event the applicable waiting period under the HSR Act not having expired or terminated then, in any such event, Parent shall promptly, but in no event later than two (2) business days after the date of such termination, pay the Company a fee equal to $25 million in immediately available funds.
Payment by Parent. Any indemnification of a Seller Indemnitee pursuant to this ARTICLE 8 shall be effected by wire transfer or transfers of immediately available funds from Parent to an account designated in writing by the applicable Seller Indemnitee within five (5) Business Days after the determination thereof in accordance with Section 8.6.
Payment by Parent. In the event that this Agreement is terminated by the Company pursuant to Section 7.1(g), Parent shall promptly, but in no event later than two (2) days after the date of such termination, pay the Company a fee equal to five million five hundred thousand dollars ($5,500,000) (the "PARENT TERMINATION FEE"). In the event that this Agreement is terminated by Parent or the Company pursuant to Sections 7.1(b) or (d) and, at any time following the date hereof and prior to the termination of this Agreement, there has been public disclosure of an Acquisition Proposal with respect to Parent (other than the Transaction) that has not been irrevocably and publicly withdrawn by the time of such termination and within twelve (12) months following the termination of this Agreement Parent either enters into an agreement providing for an Acquisition (as defined in Section 7.3(b)(v)) of Parent or an Acquisition of Parent is consummated, Parent shall promptly, but in no event later than the earlier of the date of entry into such agreement or the date of such Acquisition, pay the Company the Parent Termination Fee.
Payment by Parent. Any Federal Tax Settlement Payment due from Parent to Company shall be due to Company as of the date the Parent Federal Tax Settlement Payment Schedule or the Final Parent Federal Tax Settlement Payment Schedule, as the case may be, is required to be delivered to Company in accordance with this Agreement, except to the extent that a dispute with respect to any such Parent Federal Tax Settlement Payment Schedule or such Final Parent Federal Tax Settlement Payment Schedule has occurred and is continuing under Section 3(d)(iv) hereof. If such a dispute has occurred, then the Federal Tax Settlement Payment shall become payable as provided in Section 3(d)(iv)(D) hereof.
Payment by Parent. In the event that this Agreement is terminated by the Company pursuant to Section 7.1(b), the Parent will pay the Company One Million Dollars ($1,000,000) in immediately available funds (the “Parent Termination Fee” and together with the Company Termination Fee, the “Termination Fee”)) and reimburse the Company for (A) the reasonable fees of Gxxxxx Hxxxxxx & Fxxxxx, LLC in connection with the fairness opinion referred to in Section 2.20, such fees not to exceed Three Hundred Thousand Dollars ($300,000) and (B) the reasonable out-of-pocket fees and expenses incurred by the Company prior to May 8, 2007 in connection with that certain tax-exempt bond financing transaction, such fees and expenses not to exceed Three Hundred Seventy Thousand ($370,000). The payment contemplated by this Section 7.3(b)(ii) shall be paid promptly, but in no event later than two (2) business days after such termination.
Payment by Parent. In the event that this Agreement is terminated by the Company pursuant to Section 7.1(b) and at such time (i) all conditions to the party’s obligations to consummate the Merger pursuant to Article VI shall have been satisfied or waived in accordance with the terms of this Agreement and (ii) Parent shall not have available the funds pursuant to the Debt Financing or any substitute financing sufficient to consummate the Merger and the transactions contemplated hereby, then Parent shall pay to the Company an amount equal to $700,000 in immediately available funds within two business days of such termination, and upon such payment neither Parent nor Merger Sub shall have any further liability with respect to this Agreement or the transactions contemplated hereby to the Company.
Payment by Parent. If Parent exercises its right not to consummate the transaction because of the occurrence of a Material Adverse Effect as defined in this Agreement as to the Company, Parent shall pay the Company's legal expenses incurred after December 10, 1998 relating to the negotiation and consummation of this Agreement and the transactions contemplated hereby in an amount up to $50,000; provided that any request by the Company for such payment shall be made in writing and accompanied by applicable invoices of legal counsel to the Company showing sufficient detail of work performed and expenses incurred in connection therewith.
