Reverse Termination Fee. (a) If this Agreement is validly terminated by Sellers pursuant to Section 9.1(b)(ii) or Section 9.1(c), then Purchasers shall pay by wire transfer of immediately available funds, to an account designated by Sellers, within two (2) Business Days after the date on which this Agreement is so terminated, the amount of Five Million Dollars ($5,000,000) (the “Reverse Termination Fee”); provided, however, that Purchasers shall not be liable to Sellers for the Reverse Termination Fee solely due to a failure to satisfy the conditions of Section 8.2(e), provided that Purchasers have complied with its obligations under Section 5.12.
(b) Each Party acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties would not enter into this Agreement. Accordingly, if Purchasers fail promptly to pay the amounts due pursuant to this Section 9.4, and, in order to obtain such payments, Sellers commence a suit that results in a judgment against Purchasers for the amounts set forth in this Section 9.4, Purchasers will pay to Sellers, Sellers’ costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit. The Parties acknowledge that the Reverse Termination Fee shall not constitute a penalty but rather is liquidated damages, in a reasonable amount that will compensate Sellers in the circumstances in which the Reverse Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Sale, which amount would otherwise be impossible to calculate with precision.
(c) Except as set forth in Section 9.4(b), in any circumstance in which Sellers have the right to receive the Reverse Termination Fee pursuant to Section 9.4(a), Sellers’ termination of this Agreement and receipt of the Reverse Termination Fee shall be the sole and exclusive remedy of Sellers and their Affiliates against Purchasers, the financing sources of the Debt Financing and any of their respective, direct or indirect, former, current or future general or limited partners, managers, members, stockholders, officers, directors, Affiliates, employees, representatives, agents, successors and assigns (collectively, the “Purchaser Related Parties”) for any loss suffered as a result of any breach of any representation, ...
Reverse Termination Fee. (a) If this Agreement is terminated by (i) either Parent or the Company pursuant to Section 9.1(a)(iii) as a result of a Restraint arising under an antitrust, competition, fair trade or similar Applicable Law, (ii) the Company pursuant to Section 9.1(a)(iv) as a result of Parent’s breach or failure to perform its obligations under Section 7.3 or (iii) either Parent or the Company pursuant to Section 9.1(a)(ii) and at or prior to the time of such termination all of the conditions to the obligations of Parent to consummate the Closing set forth in Section 8.1(a) and Section 8.2 shall have been satisfied or waived (other than (A) the conditions set forth in Section 8.1(a) (to the extent such Restraint arises under the HSR Act, the EU Merger Regulation or any other applicable foreign, federal, state or supranational antitrust, competition, fair trade or similar Applicable Laws under a jurisdiction specified in Section 8.1(b) of the Company Disclosure Letter) and (B) those other conditions that, by their nature, cannot be satisfied until the Closing, but, in the case of this clause (B), which conditions would be capable of satisfaction if the Closing were to occur on the date of termination), then Parent shall pay to the Company a fee of Eight Hundred Million ($800,000,000) (the “Reverse Termination Fee”) (which fee shall be payable within two (2) Business Days after written notice of such termination, by wire transfer of immediately available funds to an account designated in writing by the Company).
(b) Notwithstanding anything in this Agreement to the contrary (but subject to and without limitation of Section 10.12 and the proviso to this sentence), the Company agrees that in the event that this Agreement is terminated in accordance with Section 9.1 and the Reverse Termination Fee is payable pursuant to Section 9.2(a) and the Reverse Termination Fee is paid to the Company pursuant to Section 9.2 and accepted by the Company, (i) the payment of such Reverse Termination Fee, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), shall be the sole and exclusive remedy of the Company Related Parties against the Parent Related Parties and (ii) in no event will the Company Related Parties be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to (A) the loss suffered as a result of any failure of the Merger to be consummated, (B) any breach of, or failu...
Reverse Termination Fee. 8.3.1 In the event that Seller shall validly terminate this Agreement pursuant to Section 8.1.3 or Section 8.1.5, Buyer shall pay to Seller a non-refundable amount equal to the Reverse Termination Fee in cash by wire transfer of immediately available funds within 10 Business Days following such termination.
8.3.2 In the event that Seller shall receive full payment of the Reverse Termination Fee pursuant to Section 8.3.1, the Reverse Termination Fee, together with the reimbursement and indemnification rights of Seller and its Affiliates under Section 8.3.3, if any, shall be Seller’s and its Affiliates’ sole and exclusive remedy with respect to, and shall be deemed to be liquidated damages for, any and all Losses suffered or incurred by Seller or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment or termination thereof) other than pursuant to the Confidentiality Agreement, including in respect of any breach of this Agreement or failure to comply with any covenants, obligations or agreements set forth herein or otherwise, including the failure to consummate the Closing pursuant to the terms hereof, and none of Seller or any of its Affiliates or any other Person shall have any further or other recourse to, or rights or remedies against, or be entitled to bring or maintain any claims, demands, actions, suits or causes of action against, Buyer, its Affiliates, the Financing Sources or any of its former, current or future general or limited partners, stockholders, managers, members, directors, officers, employees, advisors, agents or Affiliates or any of former, current or future general or limited partners, stockholders, managers, members, directors, officers, employees, agents or Affiliates of the foregoing or any other Person arising out of, under, or in connection with this Agreement (or the termination hereof), any of the transactions contemplated hereby (or the abandonment or termination thereof) or any matters forming the basis for such termination, including due to the failure to consummate such transactions, whether due to breach of the terms hereof or otherwise. The Reverse Termination Fee can only be paid once. For the avoidance of doubt, under no circumstances shall Seller be permitted or entitled to receive both a grant of specific performance pursuant to Section 9.9 of this Agreement and the Reverse Termination Fee.
Reverse Termination Fee. (a) (a) In the event that this Agreement is terminated by the Company or the Parent pursuant to Section 7.01(b)(iv), then Parent shall pay the Company a fee equal to the Reverse Termination Fee by wire transfer of same-day funds on the second business day following such termination.
(b) The parties acknowledge and agree that the provisions for payment of the Reverse Termination Fee are an integral part of the transactions contemplated by this Agreement and are included herein in order to induce the Company to enter into this Agreement and to reimburse the Company for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement. If Parent fails to pay the Reverse Termination Fee and the Company commences a suit which results in a final, non-appealable judgment against Parent for the Reverse Termination Fee, or any portion thereof, then Parent shall pay the Company its costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit, together with interest on the Reverse Termination Fee at the prime rate (as published in The Wall Street Journal) in effect on the date such payment was required to be made through the date of payment; provided that if the court in such suit determines in a final, non-appealable judgment that the Company is not entitled to the Reverse Termination Fee, or any portion thereof, then the Company shall pay Parent and Merger Sub their costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit.
(c) For purposes of this Agreement, “Reverse Termination Fee” means an amount equal to $13,063,637.
Reverse Termination Fee. In the event that this Agreement is terminated by the Company pursuant to Section 6.1(c)(iii) or by RG pursuant to Section 6.1(b)(ii) at a time when (a) the Company would have the right to terminate this Agreement pursuant to Section 6.1(c)(iii) and (b) the Company had provided the notice contemplated by Section 6.1(c)(iii)(D), then RG shall pay the Company the Reverse Termination Fee less the amount of any expenses previously reimbursed to the Company pursuant to Section 6.3(b). Any payment required to be made pursuant to this Section 6.4 shall be made to the Company promptly following termination of this Agreement (and in any event not later than two (2) Business Days after such termination) and such payment shall be made by wire transfer of immediately available funds to an account to be designated by the Company. The parties hereto acknowledge that the damages resulting from termination of this Agreement under circumstances in which the Reverse Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to this Section 6.4 are reasonable forecasts of the actual damages which may be incurred, and in the event that the Company shall receive full payment pursuant to this Section 6.4, the receipt of the Reverse Termination Fee shall be deemed to be liquidated damages, and not a penalty, for any and all losses or damages suffered or incurred by the Company, any of its Subsidiaries or Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and upon such payment of such amount none of RG or any of its Subsidiaries, Affiliates or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions. Under no circumstances shall RG be obligated to pay more than one (1) Reverse Termination Fee. ARTICLE VII
Reverse Termination Fee. The Company shall be entitled to payment of the Reverse Termination Fee if and when payable pursuant to Section 8.3(d) hereof.
Reverse Termination Fee. If the Contemplated Transactions have not been consummated by 5:00 p.m., Minneapolis, Minnesota time on January 1, 2019, based on failure of Buyer to close the Contemplated Transactions despite all conditions to Closing set forth in Section 8.1 and Section 8.2 being satisfied, Buyer shall pay to Sellers’ Representative a reverse termination fee of $35,000,000.
Reverse Termination Fee. Notwithstanding anything to the contrary in the Merger Agreement, no later than January 6, 2020, the Reverse Termination Fee shall be paid by Parent to the Company by wire transfer of immediately available funds to an account or accounts designated by the Company. The Reverse Termination Fee will be repayable to Parent without interest by the Company solely in the event that, on or prior to September 30, 2020, the Company enters into a definitive agreement providing for, or consummates, a transaction described under clause (ii) or (iii) of the definition of Acquisition Proposal (with all percentages in the definition of Acquisition Proposal deemed to refer to 50%) had the Merger Agreement still been in effect (a “Change of Control Transaction”), but only if such Change of Control Transaction is consummated by the two-year anniversary of the execution of the definitive agreement for such Change of Control Transaction. Any repayment of the Reverse Termination Fee by the Company, if required, will occur in connection with, and be conditioned on, the consummation of such Change of Control Transaction. Other than as provided in this Section 2, the Parent Related Parties will have no right to recover the Reverse Termination Fee. For the avoidance of doubt, the Reverse Termination Fee will not be repayable, if required, on more than one occasion.
Reverse Termination Fee. (a) If this Agreement is terminated: (i) by Purchaser or Seller pursuant to Section 8.1(b); or (ii) by Purchaser or Seller pursuant to Sections 8.1(d)-(f); provided that, (x) in the case of a termination described in Section 8.3(a)(i), at the time of such termination, the condition to Closing set forth in Section 6.1(a) (unless Section 6.1(a) has not been satisfied due to an injunction or other order that has been entered in respect of the approvals required under the HSR Act or a Gaming Approval) has been satisfied, and (y) in the case of a termination described in Sections 8.3(a)(i) and (ii), at the time of such termination, the conditions to Closing set forth in Section 6.2(a)-(d) (in each case, other than such conditions that by their nature are to be satisfied (and are capable of being satisfied) at the Closing or are conditioned on the Closing occurring) have been satisfied or waived and Seller is entitled to terminate this Agreement under the terms of Section 8.1(b), Section 8.1(d), Section 8.1(e) or Section 8.1(f), as applicable (such events, collectively, the “Reverse Termination Fee Events”); Seller shall retain the Deposit, including any increases set forth in Section 8.3(b) as the Reverse Termination Fee.
(b) The “Reverse Termination Fee” shall initially equal the amount of the Initial Deposit, and shall be increased (collectively, “Deposit Increases”) as set forth below.
(i) If Purchaser does not complete the Regulatory and Licensing Submissions before the Initial Regulatory Filing Deadline and the Seller does not terminate this Agreement during the Regulatory Filing Termination Period pursuant to Section 8.1(f), the Reverse Termination Fee shall increase to $6,000,000 and Purchaser shall deposit $2,000,000 by wire transfer of immediately available funds to the Deposit Account within five (5) Business Days of the expiration of the Regulatory Filing Termination Period.
(ii) In the event the Closing does not occur on or before March 31, 2021, the Reverse Termination Fee shall increase to $8,000,000 and Purchaser shall deposit $2,000,000 (or, in the event the Deposit was not increased pursuant to Section 8.3(b)(i), $4,000,000) by wire transfer of immediately available funds to the Deposit Account on or before April 7, 2021; provided, however, that the Reverse Termination Fee shall not increase to $8,000,000 (and shall remain at $4,000,000 or $6,000,000, as the case may be) in the event that as of March 31, 2021, (A) the conditions to Closing set ...
Reverse Termination Fee. If this Agreement is terminated by the Company pursuant to Section 11.01(d)(iii) or 11.01(d)(iv), then Parent shall pay to the Company in immediately available funds $40,000,000 (the “Reverse Termination Fee”) within two Business Days after such termination. Notwithstanding anything to the contrary in this Agreement, but subject to the Section 12.04(d), the Company’s receipt of the Reverse Termination Fee from Parent pursuant to this Section 12.04(c) and the right to specific performance of this Agreement, provided for, and subject to the limitations set forth in, Section 12.13, shall be the exclusive remedies of the Company against Parent and any of its former, current or future stockholders, managers, members, directors, partners, officers, Affiliates and agents for any loss, cost, liability or expense relating to or arising out of this Agreement, any agreement entered into in connection herewith, or the transactions contemplated hereby or thereby, including any breach or default under this Agreement by Parent or any failure to consummate the transactions contemplated hereby, and upon termination of this Agreement and payment of such amount following termination of this Agreement, none of Parent, the Financing Sources or any of their respective former, current or future stockholders, managers, members, directors, partners, officers, Affiliates and agents shall have any liability or obligation relating to or arising out of this Agreement, any agreement entered into in connection herewith, or the transactions contemplated hereby or thereby.
