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Seller Termination Fee Sample Clauses

Seller 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) would have been satisfied but for (A) Seller’s failure to agree or to commit to undertake a Seller Burdensome Condition (other than pursuant to clause (i) of the definition thereof) 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), Seller will by way of compensation, pay to Purchaser an amount equal to $100,000,000 (the “Seller Termination Fee”) by wire transfer (to an account designated by Purchaser) of immediately available funds (x) prior to or concurrently with such termination in the event of a termination by Seller or (y) no later than five Business Days following such termination in the event of a termination by Purchaser. In no event will Seller be required to pay the Seller Termination Fee other than in the instance described in this Section ‎9.3(a) and in no event will Seller be required to pay the Seller Termination Fee on more than one occasion. The Parties acknowledge that the Seller Termination Fee will not constitute a penalty but is liquidated damages, in a reasonable amount that will compensate Purchaser and Parent for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement, which amount would otherwise be impossible to calculate with precision. Except in the c...
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Seller Termination Fee. (i) If this Agreement is terminated pursuant to: (A) Section 7.01(d) or Section 7.01(e); (B) Section 7.01(f)(ii) and (x) a vote of the stockholders of Seller contemplated by this Agreement at the Seller Special Meeting to obtain the Seller Stockholder Approval has not occurred and (y) a proposal with respect to an Alternative Transaction shall have been publicly proposed or announced or otherwise publicly disclosed and not withdrawn after the date of this Agreement and prior to the date of termination of this Agreement; (C) Section 7.01(b) or Section 7.01(f)(iii), and, in either case, a proposal with respect to an Alternative Transaction shall have been publicly proposed or announced or otherwise publicly disclosed and not withdrawn after the date of this Agreement and prior to the date of the Seller Special Meeting; or (D) Section 7.01(g); then (x) in the case of a termination contemplated by Section 7.02(b)(i)(A), Seller shall pay or cause to be paid to Buyer within two (2) Business Days following the termination of this Agreement, a fee, by wire transfer in immediately available funds to an account specified by Buyer, equal to $6,400,000 (the “Termination Fee”); (y) in the case of termination contemplated by Section 7.02(b)(i)(D), Seller shall pay or cause to be paid to Buyer the Termination Fee on the date of termination of this Agreement; and (z) in the case of a termination contemplated by Section 7.02(b)(i)(B) or Section 7.02(b)(i)(C), if Seller, within twelve (12) months after such termination either consummates an Alternative Transaction or enters into a definitive agreement to implement an Alternative (ii) If Buyer or Seller terminates this Agreement pursuant to Section 7.01(f)(iii), then Seller shall reimburse Buyer, or cause Buyer to be reimbursed, for Buyer’s reasonable, documented out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated hereby, provided, however, Seller’s aggregate liability under this Section 7.02(b)(ii) shall not exceed an amount equal to $500,000. (iii) In no event shall Seller be obligated to pay the Termination Fee on more than one occasion.
Seller Termination FeeSeller shall pay to Purchaser US$10,000,000 by wire transfer of immediately available funds in U.S. Dollar to a bank account located in PRC as designated by Purchaser (such amount, the “Seller Termination Fee”) within three (3) Business Days after termination: (i) if this Agreement is terminated by Purchaser pursuant to Section 7.1(c); or (ii) if this Agreement is terminated by Seller or Purchaser pursuant to Section 7.1(b)(i) and Purchaser would have been entitled to terminate this Agreement pursuant to Section 7.1(c) 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.
Seller Termination Fee. (a) Dragon Parent or the Seller shall pay to the Purchaser by wire transfer of immediately available funds in USD to a bank account as designated by the Purchaser (such amount, the “Seller Termination Fee”) within three (3) Business Days after termination: nine percent (9%) of the Base Purchase Price, if this Agreement is terminated by the Purchaser pursuant to Section 8.2(b)(ii). (b) If Dragon Parent or the Seller fails to pay the Seller Termination Fee when due as required pursuant to Section 8.6(a), Dragon Parent or the Seller shall also pay to the Purchaser all of the Purchaser’s costs and expenses (including attorneys’ fees) in connection with all actions to collect such Seller Termination Fee. (c) Dragon Parent and the Seller acknowledge and agree that, if any Seller Termination Fee is required to be paid as a result of a termination of this Agreement, the Purchaser’s right to receive such Seller Termination Fee shall be the sole and maximum remedy available to the Purchaser.
Seller Termination Fee. (i) If Seller or Purchaser terminates this Agreement pursuant to Section 9.1.6, then Seller shall pay or cause to be paid to Purchaser prior to or substantially concurrently with, and as a condition to such termination, an amount in cash equal to $600,000 (the “Seller Termination Fee”). (ii) If Purchaser terminates this Agreement pursuant to Section 9.1.4 (as a result of Seller’s breach of Section 5.1), Seller will pay or cause to be paid to Purchaser the Seller Termination Fee. (iii) In the event any amount is payable by Purchaser pursuant to the preceding clauses (i) – (ii), such amount shall be paid by wire transfer of immediately available funds to an account designated by Purchaser. In no event shall Seller be obligated to pay the Seller Termination Fee on more than one occasion. Seller acknowledges that (A) the agreements contained in this Section 9.2.2(b) are an integral part of the transactions contemplated by this Agreement and that without this Section 9.2.2(b) Purchaser would not have entered into this Agreement and (B) the Seller Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Purchaser in the circumstances in which the Seller 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 transactions contemplated hereby. If Seller fails to promptly pay any amount due pursuant to this Section 9.2.2(b), Seller shall pay to Purchaser all reasonable fees, costs and expenses of enforcement (including reasonable attorney’s fees as well as reasonable expenses incurred in connection with any action initiated by Purchaser), together with interest on the amount of the Seller Termination Fee at the prime lending rate as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment is required to be made. Subject to Purchaser’s rights set forth in Section 10.9, Purchaser’s right to receive payment from Seller of the Seller Termination Fee shall be the sole and exclusive remedy of Purchaser and any of its Affiliates, Subsidiaries, and Representatives (the “Seller Related Parties”) against Seller and any of its Affiliates, Subsidiaries, and Representatives for any loss suffered as a result of the failure of the transactions contemplated hereby to be consummated or for a breach or failure to perform hereunder or otherwise, a...
Seller Termination Fee. (i) If Seller terminates this Agreement pursuant to Section 6.01(c)(i), Seller shall pay to Parent a fee of $15,000,000 in cash (the “Seller Termination Fee”) (to an account designated in writing by Parent (which account information shall be provided by Purchaser promptly following Seller’s written request therefor)) concurrently with or prior to such termination. (ii) Notwithstanding anything in this Agreement, if this Agreement is terminated under circumstances in which Seller is obligated to pay the Seller Termination Fee under Section 6.03(a)(i), upon payment of the Seller Termination Fee, Seller shall have no further liability with respect to this Agreement or the Transactions to the Purchaser Group or any of its Affiliates or Representatives, and payment of the Seller Termination Fee shall be the Purchaser Group’s sole and exclusive remedy for any Claims or Losses, including attorneys’ fees and disbursements, suffered or incurred by the Purchaser Group, the Purchaser Group’s Subsidiaries and any other Person in connection with this Agreement or the Transactions or any matter forming the basis for such termination (including if such termination results from the Willful Breach of this Agreement by Seller), and the Purchaser Group shall not have, and expressly waives and relinquishes, any other right, remedy or recourse (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity). In no event shall Seller be required to pay the Seller Termination Fee on more than one (1) occasion.
Seller Termination FeeIn the event that this Agreement is terminated by Sellers pursuant to Section 6.1(d)(ii), then Sellers shall promptly, but in no event later than the earlier of (i) the closing of a transaction constituting a Superior Proposal and (ii) forty five (45) days after the date of such termination, pay to Buyers a termination fee of $2,000,000 (the “Seller Termination Fee”).
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Seller Termination FeeIn the event that this Agreement is terminated pursuant to Section 6.3(a)(iii) and a Person other than Buyer purchases the Shares in the Auction (excluding Shares sold as contemplated by Section 5.4(b)), Seller will, within three Business Days of such termination, pay to Buyer $203.3 million (such amount, the “Seller Termination Fee”), such amount to be paid by bank wire transfer of immediately available New York Clearing House funds to an account of Buyer designated for such purpose, and this Agreement (other than for the provisions which survive as set forth in Section 6.3) will terminate.
Seller Termination FeeIn the event this Agreement is terminated pursuant to Section 13.1(c) solely because the conditions identified in Section 10.8 or 10.9 are not satisfied, Buyer shall pay to Seller, immediately upon such termination, an amount in cash equal to the documented out-of-pocket expenses incurred by the Holders, the Company and Seller in connection with the transactions contemplated hereby (up to an aggregate maximum of $640,000), including amounts paid or payable to banks and investment bankers, and fees and expenses of counsel and accountants; and such payments shall constitute the Company's and Seller's sole and exclusive remedy with respect thereto (including with respect to Section 7).
Seller Termination Fee. Seller agrees that in order to compensate Purchaser for the damages suffered by Purchaser in the event of termination of this Agreement under certain circumstances, which damages cannot be determined with reasonable certainty, Seller shall pay to Purchaser the amount of $3,000,000 USD (the “Seller Termination Fee”) upon the earliest to occur of the following events: (a) the termination of this Agreement by Purchaser or the Company pursuant to Section 8.1(f) and, at or prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced or publicly made and not withdrawn and within twelve (12) months of the termination of this Agreement, Seller or the Company enters into an agreement in respect of any Acquisition Proposal, or recommends or submits any Acquisition Proposal to the Seller Shareholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was publicly announced or publicly made prior to termination hereof; (b) the termination of this Agreement by Purchaser pursuant to Section 8.1(g); and (c) the termination of this Agreement by Seller pursuant to Section 8.1(h). Except as otherwise provided herein, any such Seller Termination Fee shall be payable within two business days after such termination; provided, however, that, in the event of a termination pursuant to Section 8.1(f), the Seller Termination Fee shall be payable within two business days after the entering into, recommendation or consummation of the transaction contemplated by the Acquisition Proposal.
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