Reverse Termination Fee. If this Agreement is terminated by Parent or the Company pursuant to (i) Section 10.01(b)(i) and, at the time of such termination, the conditions set forth in Section 9.01(a) or Section 9.01(c) shall not have been satisfied (in each case, solely as a result of failure to obtain the expiration or termination of the applicable waiting period relating to the Merger under the HSR Act or the issuance of an injunction or order or application of Applicable Law or other legal prohibition, in each case relating to antitrust laws in the United States) or (ii) Section 10.01(b)(ii) (solely as a result of failure to obtain the expiration or termination of the applicable waiting period relating to the Merger under the HSR Act or the issuance of an injunction, order or decree relating to antitrust laws in the United States), and at the time of such termination referred to in clause (i) or (ii) above, the conditions set forth in Section 9.02(a) and Section 9.02(b) shall have been satisfied (assuming for the purpose of determining whether the conditions set forth in Section 9.02(a) and Section 9.02(b) have been satisfied in this clause, that all references to “Effective Time” in Section 9.02(a) and Section 9.02(b) shall be deemed to refer instead to the time of termination of this Agreement under this Section) or waived in accordance with this Agreement, then Parent shall promptly, but in no event later than two Business Days after the date of such termination, pay to the Company an amount equal to (i) $145,000,000 (the “Reverse Termination Fee”) in immediately available funds to an account designated by the Company minus (ii) the aggregate amount actually paid by Parent (or any of its Affiliates) pursuant to Section 8.01(b). For the avoidance of doubt, (i) the Reverse Termination Fee shall only be payable by Parent once hereunder and (ii) upon payment of the Reverse Termination Fee (minus the aggregate amount actually paid by Parent (or any of its Affiliates) pursuant to Section 8.01(b)), no amount shall be payable pursuant to Section 8.01(b). Notwithstanding anything to the contrary contained in this Agreement, except in the case of fraud or Willful Breach of this Agreement by Parent or Merger Sub, the Company’s receipt of the Reverse Termination Fee from Parent shall be the sole and exclusive remedy of the Company against Parent, Merger Sub and their Affiliates and their respective Representatives (each such Person, a “Parent Related Party”) for the loss suffered as a r...
Reverse Termination Fee. In the event that this Agreement is terminated by the Companies or Sellers as a result of Buyer’s breach of this Agreement by failing to pay the Purchase Price under the terms of this Agreement, unless the failure to do so is as a result of a breach of any representation, warranty or covenant of Sellers contained in this Agreement, or as a result of a failure of any of Seller’s Conditions to Closing set forth in Sections 8.01 and 8.02 hereof, then Buyer shall pay to the Companies a reverse termination fee equal to US$3,032,400 (the “Reverse Termination Fee”). Any payment required to be made pursuant to this Section 10.03 shall be made to Companies promptly following termination of this Agreement (and in any event not later than five (5) 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 Companies. 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 10.03 are reasonable forecasts of the actual damages which may be incurred, and in the event that the Companies shall receive full payment pursuant to this Section 10.03, 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 Companies, the Sellers and any of its and their Affiliates or any other Person in connection with Buyer's breach of this Agreement (and the termination hereof) by failing to pay the Purchase Price under the terms of this Agreement, and upon such payment of such amount none of Buyer or any of its Affiliates, including Parent, shall have any further liability or obligation relating to Sellers or any Company arising out of the termination of this Agreement as a result of Buyer’s breach of this Agreement by failing to pay the Purchase Price hereunder. Nothing in this Section 10.03 limits Companies’ or Sellers’ ability to reject the Reverse Termination Fee in the event of fraud by Buyer, or pursue any independent cause of action against Parent with respect to a breach of the Confidentiality Agreement between Parent and the Companies.
Reverse Termination Fee. In the event that this Agreement is validly terminated by (A) Seller pursuant to Section 8.1(e) or Section 8.1(f), (B) Buyer or Seller pursuant to Section 8.1(b), or (C) Buyer or Seller pursuant to Section 8.1(c) (to the extent such Law or Order arises under the Antitrust Laws) and, in the case of clauses (B) or (C), on the date of such termination all of the conditions to closing set forth in Section 7.1(b) and Section 7.2 shall have been satisfied or waived, other than (1) in the case of Section 7.1(b), to the extent such Law or Order arises under the Antitrust Laws and (2) those conditions that by their nature are to be satisfied at the Closing (which in the case of clause (2) would be satisfied if the Closing Date were the date of such termination) (each of the foregoing a “Reverse Termination Fee Trigger”), then Buyer shall promptly pay or cause to be paid (but in no event later than three (3) Business Days after the date of such termination) an aggregate cash amount equal to $40,000,000 (the “Reverse Termination Fee”) to Seller by wire transfer of immediately available funds in U.S. dollars; provided that Seller shall not be entitled to receive the Reverse Termination Fee pursuant to the foregoing clauses (B) or (C) in the event Seller at the time of such termination has not complied with its obligations under Section 5.6 in all material respects. Notwithstanding the foregoing, in the event that this Agreement is validly terminated by Seller pursuant to Section 8.1(f) due to Buyer’s failure to consummate the Closing and the failure of the Sponsor to the fund the Equity Financing was the proximate cause of Buyer’s failure to consummate the Closing, the Reverse Termination Fee shall be an aggregate cash amount equal to $45,000,000. Each of Buyer acknowledges that the agreement to pay the Reverse Termination Fee, as applicable, as and when payable pursuant to this Section 8.3 is not intended to be a penalty, but rather is liquidated damages in a reasonable amount that will compensate the party receiving such amount in the circumstances in which such amount is due and 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 which amount would otherwise be impossible to calculate with precision. Accordingly, if Buyer fails to promptly pay any amount due pursuant to this Section 8.3, Buyer shall also pay any documented out-of-p...
Reverse Termination Fee. (a) If this Agreement is validly terminated:
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.
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.
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. (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).
Reverse Termination Fee. (a) If this Agreement is validly terminated by either the Purchaser or the Parent Seller pursuant to Section 9.1(f), then within five (5) Business Days after the date of such termination, the Parent Seller may elect, in lieu of exercising any other remedy provided for under this Agreement, to request in writing that the Purchaser pay the Reverse Termination Fee to the Parent Seller. If the Parent Seller delivers such written notice requesting the Reverse Termination Fee, the Purchaser shall pay, within five (5) Business Days after receipt of such written notice, the Reverse Termination Fee in cash by wire transfer to the Parent Seller in accordance with wire instructions provided by the Parent Seller in such written notice.
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.
