Termination Expenses. (a) In the event of a termination of this Agreement and the abandonment of the Merger at any time (i) by JPFI pursuant to Section 7.1(c) (other than for a nonwillful breach of a representation, war- ranty, covenant or agreement of RSI contained herein) or Sec- tion 7.1(e) or (ii) by JPFI or RSI pursuant to Section 7.1(b)(ii) (if, at such time, in the case of clause (ii) of this Section 7.5(a), any event has occurred that would give JPFI the right to exercise the RSI Stock Option), and in order to compensate JPFI for the expenses associated with the nego- tiation of this Agreement and the other matters contemplated hereby, RSI shall, within one business day following such ter- mination, pay JPFI a fee of $30,000,000 in immediately avail- able funds.
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Samples: Agreement and Plan of Merger (Jp Foodservice Inc), Agreement and Plan of Merger (Jp Foodservice Inc)
Termination Expenses. (a) In the event of a termination of this Agreement and the abandonment of the Merger at any time (i) by JPFI pursuant to Section 7.1(c) (other than for a nonwillful breach of a representation, war- rantywarranty, covenant or agreement of RSI contained herein) or Sec- tion Section 7.1(e) or (ii) by JPFI or RSI pursuant to Section 7.1(b)(ii) (if, at such time, in the case of clause (ii) of this Section 7.5(a), any event has occurred that would give JPFI the right to exercise the RSI Stock Option), and in order to compensate JPFI for the expenses associated with the nego- tiation negotiation of this Agreement and the other matters contemplated hereby, RSI shall, within one business day following such ter- minationtermination, pay JPFI a fee of $30,000,000 in immediately avail- able available funds.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rykoff Sexton Inc), Agreement and Plan of Merger (Merrill Lynch & Co Inc)
Termination Expenses. (a) In the event of a -------------------- termination of this Agreement and the abandonment of the Merger at any time (i) by JPFI pursuant to Section 7.1(c) (other than for a nonwillful breach of a representation, war- rantywarranty, covenant or agreement of RSI contained herein) or Sec- tion Section 7.1(e) or (ii) by JPFI or RSI pursuant to Section 7.1(b)(ii) (if, at such time, in the case of clause (ii) of this Section 7.5(a), any event has occurred that would give JPFI the right to exercise the RSI Stock Option), and in order to compensate JPFI for the expenses associated with the nego- tiation negotiation of this Agreement and the other matters contemplated hereby, RSI shall, within one business day following such ter- minationtermination, pay JPFI a fee of $30,000,000 in immediately avail- able available funds.
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