Qualifying Termination Fee Clause Samples

Qualifying Termination Fee. (a) If this Agreement is validly terminated by Buyer or Seller pursuant to Section 9.1.4 or 9.1.5 and, at the time of such termination, all conditions to the Closing (other than those conditions that by their terms are to be satisfied at the Closing, but subject to such conditions being capable of being satisfied at the Closing) have been satisfied, other than the conditions to the Closing set forth in Section 6.5, 6.6, 7.4 or 7.5, which, with respect to Section 6.5 and Section 7.4, shall not have been satisfied due to the failure to receive any required antitrust, competition or pre-merger notification or other regulatory clearance, non-objection or approval from a Governmental Authority of competent jurisdiction or any Action by a Governmental Authority of competent jurisdiction to prevent the Contemplated Transactions for antitrust, competition or pre-merger notification or other regulatory reasons (each of the foregoing, a “Qualifying Termination”), then Buyer shall pay to Seller, by wire transfer of immediately available funds, a fee of $30,000,000 (the “Qualifying Termination Fee”), such payment to be made no later than five (5) Business Days after the receipt by Buyer of Seller’s demand for payment thereof following a Qualifying Termination. Upon the payment by Buyer of the Qualifying Termination Fee if and when required by this Section 9.2.2(a), the Qualifying Termination Fee shall be the sole and exclusive monetary remedy of Seller and the Company against the Released Buyer Parties for any loss or damage suffered as a result of the failure of the Contemplated Transactions to be consummated or for a breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith, and none of the Released Buyer Parties shall have any further liability or obligation with respect to this Agreement or the Contemplated Transactions to Seller and the Company, whether in equity or at law, in contract, in tort or otherwise. (b) Each party acknowledges and agrees that (a) the agreements contained in this Section 9.2.2 are an integral part of this Agreement and that, without these agreements, the parties would not have entered into this Agreement and (b) in light of the difficulty of accurately determining actual losses or damages with respect to the foregoing, the Qualifying Termination Fee, in the circumstances in which such fee becomes payable, constitutes a reasonable estimate of the losses that will be suffere...