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. (a) In the event that this Agreement shall be terminated (i) by the Company pursuant to Section 8.1(c)(ii) (at any time at which Purchaser would not have been entitled to terminate this Agreement pursuant to Section 8.1(d)(ii)), or (ii) by the Company or the Purchaser pursuant to Section 8.1(b)(ii) and, in the case of this clause (ii), at such time of termination, (A) all of the conditions set forth in Section 7.1 and Section 7.2 have been and remain satisfied or are capable of being satisfied at such time (with respect to those conditions that by their terms are to be satisfied at the Closing) and (B) the Company confirms to the Purchaser in writing that (x) all of the conditions set forth in Section 7.3 have been and remain satisfied or are capable of being satisfied at such time (with respect to those conditions that by their terms are to be satisfied at the Closing) or it is willing to waive any unsatisfied conditions in Section 7.3 for the purpose of consummating the Closing and (y) it is willing and able to consummate the Closing, then the Purchaser shall pay to the Company a termination fee of $50,000,000 (the “Termination Fee”) in same day funds within two Business Days after such termination of this Agreement.
(b) Each of Xxxxxxx, Parent and Purchaser agrees that the agreements contained in Section 9.11(a) are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty. If Purchaser fails to promptly pay to the Company the Termination Fee, Purchaser shall pay the reasonable costs and expenses (including reasonable legal fees and expenses) in connection with any action, including the filing of any lawsuit or other legal action, taken to collect payment thereof, together with interest on the amount of any unpaid portion of the Termination Fee at the annual rate of four percent above the publicly announced prime rate of Bank of America, N.A. (or, if lower, the maximum rate permitted by law) from the date such Termination Fee was required to be paid by Purchaser to the date of payment.
(c) In the event that this Agreement shall have been terminated and the Company shall have received full payment of the Termination Fee in accordance with this
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. 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. 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. (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 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 for
Purchaser Termination Fee. (a) In the event that this Agreement is terminated (i) by the Company pursuant to Section 7.01(d)(i) or Section 7.01(d)(iii), then Purchaser shall pay, or cause to be paid, to the Company a termination fee of Twenty-Nine Million Dollars ($29,000,000) in cash (the “Purchaser Termination Fee”) to be made by wire transfer of immediately available funds within three (3) Business Days after such termination (it being understood that in no event shall Purchaser be required to pay the Purchaser Termination Fee on more than one occasion).
(b) Subject to the rights of the Company pursuant to Section 8.08, the Company’s right to receive (x) the Purchaser Termination Fee pursuant to Section 7.04(a), (y) any amounts owed pursuant to Section 7.04(d), and (z) any amounts owed pursuant to the final two sentences of Section 5.13(e) (the amounts described in the preceding clauses (x), (y) and (z) being referred to herein collectively as the “Recoverable Amounts”), in each case from Purchaser in accordance with the terms and conditions of this Agreement, or from the Guarantor pursuant to the Guaranty in accordance with the terms and conditions thereof, shall be the sole and exclusive remedy (whether at law, in equity, in Contract, in tort or otherwise) of the Company against (i) Purchaser, Merger Sub, or the Guarantor, (ii) any Rollover Investor, Preferred Investor, Lender or other Financing Source, including each party to the Commitment Letters, and their respective Affiliates, Representatives, successors and assigns, and (iii) the former, current and future holders of any equity, partnership or limited liability company interest, controlling Persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees or successors of any Person named in clause (i), and any future holders of any equity, partnership or limited liability company interest, controlling Persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees or successors of any of the foregoing (the Persons described in clauses (i), (ii) and (iii), collectively, the “Purchaser Group”) for any liability, cost, expense, obligation, loss or damages suffered as a result of, in connection with, or otherwise related to any breach of any representation, warranty, covenant or agreement or the failure of the transactions contemplated by this Agreement to be consummat...
Purchaser Termination Fee. (a) The Parties agree that if this Agreement is terminated:
(i) by Seller or Purchaser pursuant to Section 7.1(b) due to a statute, rule, regulation, executive order, order, decree, ruling or injunction by any Governmental Entity in the PRC; or
(ii) by Seller pursuant to Section 7.1(g), then Purchaser shall, within five (5) Business Days following any such termination, pay (or cause to be paid) by wire transfer of immediately available funds to an account designated in writing by Seller a termination fee equal to $48,478,988 (the “Purchaser Termination Fee”).
Purchaser Termination Fee. (a) The Purchaser shall pay to the Seller by wire transfer of immediately available funds in USD to a bank account located outside of the PRC as designated by the Seller (such amount, the “Purchaser Termination Fee”) within three (3) Business Days after termination: nine percent (9%) of the Base Purchase Price, if this Agreement is terminated by the Seller pursuant to Section 8.2(b)(iii).
(b) If the Purchaser fails to pay the full amount of such Purchaser Termination Fee when due, the Purchaser shall also pay to the Seller all of the Seller’s costs and expenses (including attorneys’ fees) in connection with all actions to collect such Purchaser Termination Fee.
(c) The Purchaser acknowledges and agrees that, if any Purchaser Termination Fee is required to be paid as a result of a termination of this Agreement, Dragon Parent and the Seller’s rights to receive such Purchaser Termination Fee (which, if paid prior to the Cut-Off Date, will be credited by the amount of the Deposit retained at such time by GME) shall be the sole and maximum remedy available to Dragon Parent and the Seller.
