Common use of Payment of Termination Amount Clause in Contracts

Payment of Termination Amount. (a) If this Agreement is terminated by Parent pursuant to Section 9.01(e), then the Company shall pay to Intermediate Parent (or its designee) the Termination Amount by wire transfer of same-day funds within two (2) business days following the date of such termination of this Agreement, in consideration for the disposition of Parent’s and Intermediate Parent’s rights under this Agreement. (b) If this Agreement is terminated by the Company pursuant to Section 9.01(f), then the Company shall pay to Intermediate Parent (or its designee) the Termination Amount by wire transfer of same-day funds, concurrently with, and as a condition to the effectiveness of, such termination of this Agreement, in consideration for the disposition of Parent’s and Intermediate Parent’s rights under this Agreement. (c) If (i) after the date of this Agreement, a Takeover Proposal shall have been made to the Company Board or the Committee of Disinterested Directors or become publicly known prior to the termination of this Agreement, (ii) this Agreement is terminated (A) by Parent or the Company pursuant to Section 9.01(b)(i) or (B) by Parent pursuant to Section 9.01(c) and (iii) within 12 months after such termination, the Company enters into a definitive agreement providing for any transaction contemplated by any Takeover Proposal (regardless of when made) or consummates any Takeover Proposal (regardless of when made), then, in any such case, the Company shall pay to Intermediate Parent (or its designee) the Termination Amount by wire transfer of same-day funds on the date such transaction is consummated, in consideration for the disposition of Parent’s and Intermediate Parent’s rights under this Agreement. Solely for purposes of this Section 9.03(c)(iii), the term “Takeover Proposal” shall have the meaning assigned to such term in Section 6.02(a), except that all references to at least fifteen percent (15%) therein shall be deemed to be references to “more than fifty percent (50%)”.

Payment of Termination Amount. (a) If this Agreement is terminated by Parent pursuant to Section 9.01(e), then the Company shall pay to Intermediate Parent (or its designee) the Termination Amount by wire transfer (to an account designated by Parent) of same-day funds within two (2) business days following the date of such termination of this Agreement, in consideration for the disposition of Parent’s and Intermediate Parent’s rights under this Agreementtermination. (b) If this Agreement is terminated by the Company pursuant to Section 9.01(f), then the Company shall pay to Intermediate Parent (or its designee) the Termination Amount by wire transfer (to an account designated by Parent) of same-day funds, concurrently with, and as a condition to the effectiveness of, such termination of this Agreement, in consideration for the disposition of Parent’s and Intermediate Parent’s rights under this Agreement. (c) If (i) after the date of this Agreement, a Takeover Proposal any person shall have been made publicly disclosed or otherwise communicated to the Company Board or a Takeover Proposal after the Committee date hereof that is not withdrawn at the time of Disinterested Directors or become publicly known prior to the termination of this Agreement, Agreement (ii) this Agreement is terminated (A) by Parent or the Company pursuant to Section 9.01(b)(i) or Section 9.01(b)(iii) or (B) by Parent pursuant to Section 9.01(c) ), and (iii) within 12 on or before the date that is twelve (12) months after the date of such termination, the Company enters into a definitive agreement providing for any transaction contemplated by an Acquisition Agreement with respect to any Takeover Proposal (regardless of when made) or consummates any Takeover Proposal (regardless of when made)Proposal, then, in any such case, the Company shall pay to Intermediate Parent (or its designee) the Termination Amount by wire transfer (to an account designated by Parent) of same-day funds on the date such transaction is consummatedentered into or consummated (whichever is earlier); provided, in consideration for the disposition of Parent’s and Intermediate Parent’s rights under this Agreement. Solely however, that solely for purposes of this Section 9.03(c)(iiiclause (iii), references to “fifteen percent (15%)” in the term definition of “Takeover Proposal” shall have the meaning assigned to such term in Section 6.02(a), except that all references to at least fifteen percent (15%) therein shall be deemed to be references to substituted with “more than fifty percent (50%).” (d) Each of the Company and Parent acknowledges and agrees that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, neither the Company nor Parent would have entered into this Agreement; accordingly, if the Company fails promptly to pay any amount due pursuant to Section 9.03, and, in order to obtain such payment, Parent commences a suit that results in an award against the Company for such amount, the Company shall pay to Parent (or its designee) Parent’s and Merger Sub’s costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the applicable amount from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made. In no event shall the Company be required to pay any Termination Amount on more than one occasion. Notwithstanding anything to the contrary in this Agreement, if Parent (or its designee) receives the Termination Amount from the Company pursuant to Section 9.03, then, except as provided in the proviso of Section 9.02, any such payment shall be the sole and exclusive monetary remedy of Parent and Merger Sub against the Company and its Subsidiaries and any of their respective former, current or future officers, directors, partners, equity holders, managers, members or Affiliates, and none of the Company, any of its Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members or Affiliates shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby.

Payment of Termination Amount. (a) If this Agreement is terminated by Parent pursuant to Section 9.01(e), then the Company shall pay to Intermediate Parent (or its designee) the Termination Amount by wire transfer of same-day funds within two (2) business days following the date of such termination of this Agreement, in consideration for the disposition of Parent’s and Intermediate Parent’s rights under this Agreement. (b) If this Agreement is terminated by the Company pursuant to Section 9.01(f), then the Company shall pay to Intermediate Parent (or its designee) the Termination Amount by wire transfer of same-day funds, concurrently with, and as a condition to the effectiveness of, such termination of this Agreement, in consideration for the disposition of Parent’s and Intermediate Parent’s rights under this Agreement. (c) If (i) after the date of this Agreement and prior to the termination of this Agreement, a Takeover Proposal shall have been made to the Company Board or the Committee of Disinterested Directors Company Board or become publicly known prior to the termination of this Agreementknown, (ii) this Agreement is terminated (A) by Parent or the Company pursuant to Section 9.01(b)(i) or (B) by Parent pursuant to Section 9.01(c) ), and (iii) within 12 twelve (12) months after such termination, the Company enters into a definitive agreement providing for any transaction contemplated by any Takeover Proposal (regardless of when made) or consummates any Takeover Proposal (regardless of when made), then, in any such case, the Company shall pay to Intermediate Parent (or its designee) the Termination Amount by wire transfer of same-day funds on the date such transaction is consummatedentered into or consummated (whichever is earlier), in consideration for the disposition of Parent’s and Intermediate Parent’s rights under this Agreement. Solely for purposes of clause (iii) of this Section 9.03(c)(iii9.03(c), the term “Takeover Proposal” shall have the meaning assigned to such term in Section 6.02(a), except that all references to “at least fifteen percent (15%) )” therein shall be deemed to be references to “more than fifty percent (50%)”. (d) Each of the Company and Parent acknowledges and agrees that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, neither the Company nor Parent would have entered into this Agreement; accordingly, if the Company fails promptly to pay any amount due pursuant to Section 9.03, and, in order to obtain such payment, Parent commences a suit that results in an award against the Company for such amount, the Company shall pay to Parent (or its designee) Parent’s and Sub’s costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the applicable amount from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made. In no event shall the Company be required to pay any termination amount on more than one occasion. Notwithstanding anything to the contrary in this Agreement, if Parent (or its designee) receives the Termination Amount from the Company pursuant to Section 9.03, then any such payment shall be the sole and exclusive remedy of Parent and Sub against the Company and its Subsidiaries and any of their respective former, current or future officers, directors, partners, equity holders, managers, members or Affiliates and none of the Company, any of its Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members or Affiliates shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby.