Purchaser Termination Fee Clause Samples
The Purchaser Termination Fee clause defines the financial penalty or fee that the purchaser must pay if they choose to terminate the agreement under specified circumstances. Typically, this fee is triggered if the purchaser backs out of the transaction for reasons not permitted by the contract, such as failing to secure financing or simply changing their mind. The clause outlines the amount of the fee, the conditions under which it is payable, and the process for payment. Its core function is to compensate the seller for the time, resources, and potential lost opportunities resulting from the purchaser's withdrawal, thereby discouraging frivolous terminations and providing certainty in the transaction process.
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Purchaser Termination Fee. If this Agreement is validly terminated by the Seller pursuant to Section 8.1(a)(vii), then the Purchaser shall pay to the Seller by wire transfer of immediately available funds an amount equal to $20,000,000 (the “Purchaser Termination Fee”), such payment to be made within 5 Business Days after written notice of such termination. It is the intent of the Seller and the Purchaser, and the Seller and the Purchaser hereby acknowledge and agree, that notwithstanding anything to the contrary in this Agreement, upon the termination of this Agreement pursuant to Section 8.1(a)(vii), the Seller’s receipt of the Purchaser Termination Fee shall be the sole and exclusive right and remedy of the Seller, the Company and their Affiliates, and the sole and exclusive obligation of the Purchaser and its Affiliates, with respect to all matters arising under or relating to this Agreement, and that upon payment of the Purchaser Termination Fee, the Purchaser shall not have any further liability or obligation relating to or arising out of this Agreement, and all rights and claims, whether at Law or in equity, in contract, tort or otherwise, of the Seller, the Company and its Affiliates shall be deemed waived, against the Purchaser or any of its Affiliates, lenders or investors for any and all Losses suffered in connection with this Agreement or the transactions contemplated hereby (other than with respect to obligations arising under the Confidentiality Agreement, and any expense reimbursement and indemnity obligations of the Purchaser contained in Sections 6.3(a) and 6.16 and any interest and expenses payable pursuant to the following sentence of this Section 8.2). In the event that the Purchaser fails to timely pay the Purchaser Termination Fee when due and payable pursuant to this Section 8.2, and, in order to obtain such payment the Seller commences an Action, and Purchaser ultimately pays such Purchaser Termination Fee, the Purchaser shall pay the Seller its reasonable costs and expenses (including reasonable attorney’s fees) incurred in connection with such Action along with the Purchaser Termination Fee, together with interest on the Purchaser Termination Fee and such costs or expenses at the “prime rate” as published in The Wall Street Journal, Eastern Edition on such date, from the date on which the Purchaser Termination Fee was due and payable hereunder (or such costs and expenses were expended by Seller) until the date on which such payment is received by the Seller...
Purchaser Termination Fee. Notwithstanding any other provision of this Agreement relating to the payment of fees or expenses, including the payment of brokerage fees, the Partnership shall pay, or cause to be paid, to the Purchaser within the time specified by wire transfer of immediately available funds an amount equal to $35 million (the “Purchaser Termination Fee”) if:
(a) the Purchaser shall have terminated this Agreement pursuant to Section 6.3(c)(i), in each of which cases payment shall be made within two Business Days of such occurrence;
(b) (i) after the date hereof and prior to the earlier of (A) the termination of this Agreement, and (B) the Partnership Meeting, a bona fide Partnership Acquisition Proposal shall have been made or proposed to the Partnership or otherwise made or publicly announced, (ii) the requisite Partnership Unitholder approvals for the Arrangement are not obtained at the Partnership Meeting, and (iii) within 12 months after the date of the termination of this Agreement such Partnership Acquisition Proposal is consummated or a definitive agreement in respect thereof has been entered into, in which case payment shall be made on the date on which the transaction contemplated by such Partnership Acquisition Proposal is consummated; or
(c) the Partnership shall have terminated this Agreement pursuant to Section 6.3(d)(iii), in which case the Purchaser Termination Fee shall be paid concurrent with such termination.
Purchaser Termination Fee. In the event that: (i) this Agreement is terminated pursuant to (A) Section 9.1(b)(i) at a time when only the conditions (other than those conditions that by their nature are to be satisfied at the Closing, but which conditions would be capable of being satisfied if the Closing Date were the date of such termination) in Section 8.1(a) (but only if the applicable Legal Restraint relates to a Required Regulatory Approval or is in connection with the assertion by a Governmental Entity that an approval (other than the Required Regulatory Approvals) is required from such Governmental Entity) or Section 8.1(b) have not been satisfied, (B) Section 9.1(b)(iii) (but only if the applicable Legal Restraint relates to a Required Regulatory Approval or is in connection with the assertion by a Governmental Entity that an approval (other than the Required Regulatory Approvals) is required from such Governmental Entity) or (C) Section 9.1(b)(iv); and (ii) the conditions in Section 8.1(a) and Section 8.1(b) failed to be satisfied other than as a result of (A) Seller’s failure to agree or to commit to undertake a Seller Burdensome Condition or (B) Seller’s failure to perform in any material respect its obligations under Section 5.5 (written notice of which failure to perform was provided by Purchaser to Seller at least 30 days prior to the termination of this Agreement), then, subject to Section 9.3(c), Parent will pay, or cause to be paid, by way of compensation to Seller an amount equal to $100,000,000 (the “Regulatory Termination Fee”); provided, however, that, if this Agreement has been terminated in the circumstances set forth in the preceding clause (i) and the conditions in Section 8.1(a) and Section 8.1(b) would have been satisfied but - 73 - for (x) Purchaser’s failure to agree or to commit to undertake a Purchaser Burdensome Condition or (y) Purchaser’s failure to perform in any material respect its obligations under in Section 5.5 (written notice of which failure to perform was provided by Seller to Purchaser at least 30 days prior to the termination of this Agreement), then, subject to Section 9.3(c), Parent will pay, or shall cause to be paid, by way of compensation to Seller an amount equal to $200,000,000 (the “Purchaser Termination Fee”). If the Regulatory Termination Fee or the Purchaser Termination Fee becomes due and payable in accordance with this Section 9.3(b), then such fee shall be paid in each case by wire transfer (to an account desi...
Purchaser Termination Fee. Notwithstanding anything in this Agreement to the contrary, in the event that this Agreement is terminated pursuant to (a) Section 9.1(b), if (i) such Order is promulgated or requested to be promulgated under or with respect to a Regulatory Law (other than the HSR Act to the extent applicable to Sellers’ acquisition of Purchaser Common Stock) and (ii) at the time of such termination, the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(e) have been satisfied or waived (other than those conditions which by their nature could not be satisfied until the Closing, but which conditions at the time of termination are capable of being satisfied) or (b) Section 9.1(c) if, at the time of such termination, (i) the condition set forth in Section 7.1(a) (if such Order is promulgated under or with respect to a Regulatory Law other than the HSR Act to the extent applicable to Sellers’ acquisition of Purchaser Common Stock) or Section 7.1(b) has not been satisfied (except for the lack of HSR Approval to the extent applicable to Sellers’ acquisition of Purchaser Common Stock) and (ii) the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(e) have been satisfied or waived (other than those conditions which by their nature could not be satisfied until the Closing, but which conditions at the time of termination were capable of being satisfied), then, in each case Purchaser shall promptly, but in no event later than two (2) Business Days after the date of termination of this Agreement, (A) pay by wire transfer of immediately available funds to accounts designated by Sellers, an amount in cash equal to twenty five million dollars ($25,000,000), (B) deliver to Sellers evidence of book-entry shares representing a number of shares of Purchaser Common Stock equal to (I) fifty million dollars ($50,000,000) divided by (II) the arithmetic average of the daily intra-day volume-weighted average price of one share of Purchaser Common Stock on the New York Stock Exchange during the regular trading session (and excluding pre-market and after-hours trading) over the ten (10) consecutive trading days ending the second (2nd) trading day prior to the day on which this Agreement is terminated as contemplated in clause (a) or (b) above, which shares of Purchaser Common Stock shall be free and clear of all Liens, and (C) deliver a counterpart of the Registration Rights Agreement duly executed by Purchaser, to Sellers (the “Purchaser Termination Fee”); provided that if the Extension F...
Purchaser Termination Fee. Purchaser shall pay to Seller US$10,000,000 by wire transfer of immediately available funds in U.S. Dollar to Seller’s Account (such amount, the “Purchaser Termination Fee”, together with the Seller Termination Fee, the “Termination Fee”) within five (5) Business Days after termination:
(i) if this Agreement is terminated by Seller pursuant to Section 7.1(d);
(ii) if this Agreement is terminated by Seller pursuant to Section 7.1(e);
(iii) if this Agreement is terminated by Seller or Purchaser pursuant to Section 7.1(b)(i) and Seller would have been entitled to terminate this Agreement pursuant to Section 7.1(d) but for (A) such termination pursuant to Section 7.1(b)(i) or (B) the fact that the expiration of the three(3)-Business Day period described in Section 2.8(a) occurs after the Longstop Date; or
(iv) if this Agreement is terminated by Seller or Purchaser pursuant to Section 7.1(b)(ii) to the extent such Restraint arises under the PRC Anti-Monopoly Law.
Purchaser Termination Fee. (a) If a Purchaser Damages Event occurs, the Company shall pay to, or to the order of, the Purchaser, the Purchaser Termination Fee in accordance with Section 8.1(b). For the purposes of this Agreement, “Purchaser Termination Fee” means $85 million and “Purchaser Damages Event” means the termination of this Agreement:
Purchaser Termination Fee. In the event that:
(i) this Agreement is terminated by either party pursuant to Section 8.1(b)(v) (No Purchaser Shareholder Approval); or
(ii) this Agreement is terminated by either party pursuant to Section 8.1(b)(i) (No Regulatory Approval) or pursuant to Section 8.1(b)(ii) (Delay) and at the time of such termination the Requisite Regulatory Approvals have not been obtained, in each case for reasons solely attributable to Purchaser or its regulatory status; then Purchaser shall pay Company a fee, in immediately available funds, in the amount of $5,000,000 (the “Purchaser Termination Fee”). In no event shall Purchaser be obligated to pay Company the Purchaser Termination Fee on more than one occasion.
Purchaser Termination Fee. 11.4(a) R&W Insurance Policy .............................................................................................................. 6.13
Purchaser Termination Fee. Purchaser agrees that in order to compensate Seller for the damages suffered by Seller in the event of termination of this Agreement if the Financing Condition is not satisfied, which damages cannot be determined with reasonable certainty, Purchaser shall pay to Seller the amount of $2,000,000 USD (the “Purchaser Termination Fee”) upon the earliest to occur of the following events:
(a) the termination of this Agreement by Purchaser or Seller pursuant to Section 8.1(b) or by Seller pursuant to Section 8.1(i) if: (A) at the time of such termination, each of the conditions contained in Sections 7.1 and 7.2 has been satisfied or waived (other than the Financing Condition and other than those conditions which, by their terms, are intended to be satisfied at the Closing); and (B) at the time of such termination, Purchaser has not received the Financing. The Purchaser Termination Fee shall be payable at or prior to the termination of this Agreement pursuant to Section 8.1(b) or, within two business days after termination of this Agreement pursuant to Section 8.1(i).
Purchaser Termination Fee. In the event that this Agreement is validly terminated by (i) Seller pursuant to Section 11.1(b) or Section 11.1(f) or (ii) Seller or Purchaser pursuant to Section 11.1(d), if at the time of such termination, this Agreement could have been terminated by Seller pursuant to Section 11.1(b) or Section 11.1(f), then Purchaser shall pay to Seller an aggregate termination fee of $14,200,000 in cash (the "Purchaser Termination Fee").