Payment to Parent. If the Final Adjustment Amount is less than the Estimated Adjustment Amount (the amount of such deficit being the "Deficit Adjustment"), the amount of such difference, if less than or equal to the Purchase Price Adjustment Escrow Fund (including any interest earned thereon), shall be paid to Parent by withdrawal of such amount from the Purchase Price Adjustment Escrow Fund, and the remainder, if any, of the Purchase Price Adjustment Escrow Fund shall be immediately distributed to the (A) Paying Agent, for further distribution to the Stockholders and the holders of Warrants and (B) Surviving Company, for further distribution to the holders of Stock Appreciation Rights, with each Equityholder receiving his, her or its pro rata amount thereof, equal to (A) such Equityholder's Applicable Percentage as set forth on Final Schedule I multiplied by (B) the Purchase Price Adjustment Escrow Fund (including any interest earned thereon), in each case, in accordance herewith and with the Escrow Agreement. If the Deficit Adjustment is greater than the Purchase Price Adjustment Escrow Fund, the Parent Parties shall be entitled only to the amount then in the Purchase Price Adjustment Escrow Fund and no further amount. The Purchase Price Adjustment Escrow Fund (including any interest earned thereon) shall be the sole recourse for, and the amount therein shall serve as the limit of, the Deficit Adjustment (other than any claim for actual and intentional fraud relating to the estimates delivered by the Company pursuant to Section 2.7(a)).
Payment to Parent. (a) The Company and Parent agree that if (i) (w) the Company shall fail to receive the requisite vote for adoption of this Agreement at the meeting of the Company's shareholders, (x) Parent or the Company shall terminate this Agreement pursuant to Section 6.1(e), (y) prior to the time of the meeting of the Company's shareholders meeting a bona fide Acquisition Proposal shall have become the subject of a public announcement or any person shall have publicly announced an intention to make a proposal or offer relating thereto and (z) within 12 months of such termination the Company enters into a definitive agreement with any third party with respect to or consummates any transaction contemplated by the definition of "Acquisition Proposal", or (ii) Parent shall terminate this Agreement pursuant to Section 6.1(f) or Section 6.1(c) (in the case of Section 6.1(c), as a result of a material breach by the Company of its obligations under Section 4.5(g) or (h) or as a result of a willful breach by the Company of its obligations under Section 4.6), the Company shall pay Parent an amount equal to $20,000,000; PROVIDED, HOWEVER, that such amount shall equal $25,000,000 if (x) in the case of clause (i) above, such agreement shall be made or such transaction consummated with, or (y) in the case of clause (ii) above, an Acquisition Proposal shall be made by, one or more of American International Group, Inc., MGIC Investment Corporation, PMI Group Inc., Old Republic International Corporation or General Electric Company or any of their affiliates. Such payment shall be made (A) in the case of a termination contemplated by clause (i), prior to or concurrently with (and as a condition to) entering into such definitive agreement or, if earlier, consummating such transaction, or (B) in the case of a termination contemplated by clause (ii), promptly (but in any event within 2 business days) following the receipt by the Company of written notice of such termination from Parent.
Payment to Parent. If any Buyer Indemnified Person is entitled to the recovery of Damages pursuant to any Claim that is agreed to pursuant to Section 9.5(a), or a Contested Claim that is resolved pursuant to Section 9.5(c), Parent may require that the Escrow Agent disburse to Parent from the Indemnity Escrow in accordance with the Escrow Agreement the amount of Damages arising out of or resulting from such Claim as so determined.
Payment to Parent. If Parent terminates this Agreement pursuant to Section 8.1.4(i) or (ii), then SBI shall reimburse Parent up to an aggregate of $1,000,000 for Parent’s reasonable documented out-of-pocket expenses in connection with the transactions contemplated by this Agreement. If (i) Parent terminates this Agreement pursuant to Section 8.1.4(iii), (ii) SBI has effected a Change in Recommendation and Parent or SBI terminates this Agreement pursuant to Section 8.1.2.3 or Section 8.1.2.4, or (iii) Parent or SBI terminate this Agreement pursuant to Section 8.1.2.3 and an Acquisition Proposal is publicly announced or made to the stockholders of SBI within nine (9) months after such termination and such Acquisition Proposal is ultimately completed, SBI shall pay, or cause to be paid to Parent, within five business days of the time of the earlier of (i) the execution by SBI of a definitive agreement related to such Acquisition Proposal or (ii) completion of such Acquisition Proposal, an amount in immediately available funds equal to $4,800,000 plus up to $1,000,000 of reasonable documented out-of-pocket expenses directly related to the Merger.
Payment to Parent. (i) For purposes of this Section 3.3, “Downward Adjustment Amount” means the sum of (A) the amount, if any, by which the Estimated Cash exceeds the Actual Cash, plus (B) the amount, if any, by which the Actual Transaction Expenses exceeds the Estimated Transaction Expenses, plus (C) the amount, if any, by which the Actual Indebtedness exceeds the Estimated Indebtedness plus (D) (1) if the Estimated Net Working Capital was within the Net Working Capital Target Range and the Actual Net Working Capital is less than the Net Working Capital Target Bottom Collar Amount, the amount by which the Net Working Capital Target Bottom Collar Amount exceeds the Actual Net Working Capital, (2) if the Estimated Net Working Capital was greater than the Net Working Capital Target Top Collar Amount and the Actual Working Capital is less than the Estimated Net Working Capital but within the Net Working Capital Target Range, the amount by which the Estimated Net Working Capital exceeds the Net Working Capital Target Top Collar Amount, (3) if the Estimated Net Working Capital was less than the Net Working Capital Target Bottom Collar Amount and the Actual Net Working Capital is less than the Estimated Net Working Capital, the amount by which the Estimated Net Working Capital exceeds the Actual Net Working Capital, and (4) if the Estimated Net Working Capital was greater than the Net Working Capital Target Top Collar Amount and the Actual Net Working Capital is less than the Net Working Capital Target Bottom Collar Amount, the sum of (x) the amount by which the Estimated Net Working Capital exceeds the Net Working Capital Target Top Collar Amount and (y) the amount by which the Net Working Capital Target Bottom Collar Amount exceeds the Actual Net Working Capital, in each case as applicable.
Payment to Parent. If any Parent Indemnified Person is entitled to the recovery of Damages pursuant to any Claim that is agreed to pursuant to Section 10.6(a), or a Contested Claim that is finally resolved pursuant to Section 10.6(b), Parent and the Representative shall execute and deliver joint written instructions to the Escrow Agent directing that the Escrow Agent disburse from the Escrow Fund shares or cash (as directed by Parent and reflected in the joint written instruction) in an amount necessary to satisfy the Damages arising out of or resulting from such Claim or such Contested Claim as so determined.
Payment to Parent. Provided that neither Parent nor Buyer is in breach of or has failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, where such breach or failure would render Parent or Buyer, as the case may be, incapable of consummating the Transactions.
(a) If there has been a Change of Recommendation by Company's board of directors, and the Shareholders do not approve the Arrangement at the Special Meeting, Company shall immediately following such Special Meeting pay (or cause to be paid) the Termination Fee to Parent in immediately available funds to an account designated by Parent.
(b) If Parent exercises its right of termination pursuant to Section 8.1(c)(iii) [Board Recommendation; Confirmation of Board Recommendation; Change of Board Recommendation; Breach of Non-Solicit] or Section 8.1(c)(iv), then Company shall immediately pay (or cause to be paid) the Termination Fee to Parent in immediately available funds to an account designated by Parent.
(c) If this Agreement is terminated pursuant to (I) Section 8.1(c)(v) in the circumstances where there has been no Change of Recommendation, or (II) Section 8.1(c)(vi)(B)(2); and (i) prior to the time of the Special Meeting, an Alternative Transaction has been publicly announced and has not been withdrawn prior to the Special Meeting, and (ii) at any time within the 12 months after the date of such termination, Company approves, recommends, accepts, or enters into any agreement, undertaking or arrangement in respect of, or Company or its Shareholders consummate, an Acquisition Proposal, then Company shall immediately pay (or cause to be paid) to Parent the Termination Fee, or, if Parent Expenses have previously been paid pursuant to Section 9.1(d), an additional cash amount equal to the difference between the Termination Fee and the Parent Expenses in immediately available funds to an account designated by Parent.
(d) If Parent exercises its right of termination pursuant to Section 8.1(c)(vi); or Section 8.1(c)(vii); then Company shall immediately pay (or cause to be paid) to Parent, in immediately available funds to an account designated by Parent, Parent's reasonable and documented out-of-pocket expenses (excluding any financial advisor fees that were agreed to be contingent upon a successful completion of the Transactions) incurred in connection with this Agreement up to a maximum of $3 million (such amount so paid, the "Parent Expenses"). For greater certainty, an...
Payment to Parent. If any Parent Indemnified Person is entitled to the recovery of Damages pursuant to any Claim that is agreed to pursuant to Section 9.5(a), or a Contested Claim that is resolved pursuant to Section 9.5(c). Parent and the Stockholder Representative shall promptly take such actions as may be required to cause the Post-Closing Escrow Agent to make a disbursement from the Post-Closing Escrow Fund to Parent, including executing and delivering the appropriate joint disbursement instructions.
Payment to Parent. The Company agrees that if Parent or the Company terminates this Agreement pursuant to Section 8.1.7, then the Company shall pay to Parent $1,000,000 as damages for such termination and such payment shall constitute liquidated damages and not a penalty. Such liquidated damages shall not apply to any other termination or any other damages claim under this Agreement. Any cash payment required to be made pursuant to this Section 8.3 shall be made immediately upon the occurrence of the applicable event, by wire transfer of immediately available funds to an account designated by Parent, and termination of the Company's obligations under this Section 8.3 shall not occur until such payment shall have been made pursuant hereto.
