PAYMENT OF BUYER'S TERMINATION FEE Sample Clauses

PAYMENT OF BUYER'S TERMINATION FEE. If this Agreement is terminated by the Sellers pursuant to Section 10.1(b) above and the failure to complete the Closing on or before the Closing Date Deadline shall have been due to the Buyer's breach of its material representations and warranties or its material covenants or obligations under this Agreement, then the Buyer shall, upon demand of the Sellers, promptly pay to the Sellers in immediately available funds, as liquidated damages for the loss of the transaction, a termination fee of $1,000,000 (the "Buyer's Termination Fee").
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PAYMENT OF BUYER'S TERMINATION FEE. If this Agreement is terminated by the Sellers pursuant to Section 10.1(c) above and the failure to complete the Closing on or before the Closing Date Deadline shall have been due to the Buyer's breach in any material respect of any of its representations, warranties, covenants or obligations under this Agreement, then the Buyer shall, within ten days after receipt by the Buyer of written notice from the Seller's Agent, promptly pay to the Sellers in immediately available funds, as liquidated damages for the loss of the transaction and not as a penalty, a termination fee of Five Hundred Thirty-Five Thousand Dollars ($535,000) (the "BUYER'S TERMINATION FEE").
Sample 1
PAYMENT OF BUYER'S TERMINATION FEE. If the Closing does not occur on or before September 30, 1997 for any reason other than (i) (A) fraud or bad faith on the part of the Sellers or the Shareholders or (B) the failure to satisfy, or the non-fulfillment of, the conditions precedent to the Buyer's Closing conditions stated in Sections 7.1, 7.2 or 7.3 or (to the extent not included in Sections 7.1, 7.2 or 7.3) in Sections 7.6, 7.7 (insofar as it relates to the Dealership Leases), 7.8, 7.9, or 7.17, or (ii) the failure of Chrysler Corporation to consent to or approve of the transactions contemplated hereby, then the Buyer shall pay to the order of the Sellers in immediately available funds a termination fee (the "Buyer's Termination Fee") equal to $1,500,000. If the Closing does not occur on or before September 30, 1997 because of the failure of Chrysler Corporation to consent to or approve of the transactions contemplated hereby, then the Buyer shall pay in immediately available funds a Buyer's Termination Fee equal to $1,000,000. The Buyer's Termination Fee, if any, shall be payable on the second Business Day following September 30, 1997 and, subject to any award of fees and expenses in the event the Seller's entitlement to the Buyer's Termination Fee is subject to a dispute under Section 14.12, shall be the Sellers' sole and exclusive remedy for any failure, for whatever reason, of the Closing to occur on or before September 30, 1997. Unless otherwise provided in this Agreement, the Sellers and the Shareholders are not entitled to specific performance of any provision of this Agreement. Upon payment of the Buyer's Termination Fee, this Agreement shall terminate, except as provided in Section 11.4.
Sample 1

Related to PAYMENT OF BUYER'S TERMINATION FEE

  • Termination Fee (a) In the event that:

  • 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.

  • 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.

  • Termination Giving Rise to a Termination Payment If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 11, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 13(a), the Termination Payment pursuant to Section 8(a).

  • Effect of Termination; Termination Fee (a) In the event of the termination and abandonment of this Agreement pursuant to Section 10.1, the Agreement shall terminate and have no effect, except as otherwise provided herein and except that the provisions of this Section 10.2, Section 10.5 and Article 11 of this Agreement shall survive any such termination and abandonment.

  • 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:

  • 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.

  • Buyer’s Termination Right If, prior to Closing and the delivery of possession of the Property to Buyer in accordance with this Contract, (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Xxxxxxx Money Deposit, and any interest thereon, shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) in value.

  • 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:

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