Seller’s Termination Reimbursements Sample Clauses

Seller’s Termination Reimbursements. If this Agreement is terminated because of the failure to obtain Buyer’s Board Approval or because of a pending Proceeding that challenges Buyer’s Board Approval and prevents or delays Closing beyond the Scheduled Closing Date, Buyer shall reimburse Seller for the following costs and expenses: any out-of-pocket costs incurred by Seller on or after August 31, 2013 to third parties in connection with negotiation and preparation of this Agreement with Buyer specifically or otherwise in connection with this Agreement or the Contemplated Transactions with Buyer specifically (all such amounts being collectively referred to herein as “Seller’s Termination Reimbursements”); provided, however, that Buyer’s aggregate liability with respect to Seller’s Termination Reimbursements, together with the “Seller’s Termination Reimbursements” payable with respect to the Castle Family Transaction, shall not exceed One Million and No/100 U.S. Dollars (US $1,000,000.00). Buyer shall pay Seller’s Termination Reimbursements within three (3) Business Days after receipt of Seller’s request for payment, together with receipts or other supporting evidence for the costs to be reimbursed, following termination of this Agreement.