Common use of Termination Fee and Expenses Clause in Contracts

Termination Fee and Expenses. (a) If (i) the Merger Agreement is terminated pursuant to Section 8.02(a), Section 8.03(a) or Section 8.03(b) thereof, (ii) Parent is required to pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses of the Company pursuant to the terms of the Merger Agreement, as applicable, and (iii) one of the Investors is a Defaulting Party, then such Defaulting Party shall pay to Parent an amount equal to the Parent Termination Fee and such expenses to be reimbursed, as applicable, by wire transfer of same day funds within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicable. A “Defaulting Party” is an Investor whose failure to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties.

Termination Fee and Expenses. (a) If (i) the Merger Agreement is terminated pursuant to Section 8.02(a), Section 8.03(a) or Section 8.03(b) thereof, (ii) Parent is required to pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses of the Company pursuant to the terms of the Merger Agreement, as applicable, and (iii) one of the Investors is a Defaulting Party, then such Defaulting Party shall pay to Parent an amount equal to the Parent Termination Fee and such expenses to be reimbursed, as applicable, Parent by wire transfer of same day funds fund within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicableFee. A “Defaulting Party” is an Investor, the failure of such Investor whose failure or of a Guarantor that is an Affiliate of such Investor, in each case to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto), the Consortium Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a1.6(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties.

Termination Fee and Expenses. (a) If (i) the Merger Agreement is terminated pursuant to Section 8.02(a), Section 8.03(a) or Section 8.03(b) thereof, (ii) Parent is required to pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or Agreement, reimburse any expenses of the Company pursuant to the terms of the Merger Agreement, and/or pay the Company Notes Termination Fee pursuant to Section 8.06(c) of the Merger Agreement, as applicable, and (iii) one of the Investors is a Defaulting Party, then such Defaulting Party shall pay to Parent an amount equal to the Parent Termination Fee and Fee, such expenses to be reimbursedreimbursed and/or the Company Notes Termination Fee, as applicable, by wire transfer of same day funds within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee Fee, such expenses and/or such expensesthe Company Notes Termination Fee, as applicable. A “Defaulting Party” is an Investor whose failure to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a1.6(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties.

Termination Fee and Expenses. (a) If (i) the Merger Agreement is terminated pursuant to Section 8.02(a), Section 8.03(a) or Section 8.03(b) thereof, (ii) in accordance with its terms thereof and Parent is required to (i) pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement, (ii) reimburse the costs and expenses in connection with the Company’s collection of the Parent Termination Fee pursuant to Section 8.06(c) of the Merger Agreement and/or (iii) reimburse or indemnify any expenses expenses, liabilities, losses, damages, claims, costs, interest, awards or judgements and penalties of the Company Company, its Subsidiaries or their respective Representatives incurred in connection with the arrangement of the Financing and/or Alternative Financing pursuant to the terms Section 6.07(c) of the Merger Agreement, as applicableapplicable (collectively, the “Total Termination Fee and (iiiExpenses”) and one of the Investors is a the Defaulting Party, then such Defaulting Party shall pay to or cause to be paid to Parent an amount equal to all of the Parent Total Termination Fee and such expenses Expenses, to be reimbursed, the extent as applicable, by wire transfer of same day funds fund within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Total Termination Fee and/or such expenses, as applicableand Expenses. A “Defaulting Party” is an Investor, the failure of such Investor whose failure (or its Beneficial Owner) to perform its obligation under its Equity Commitment Letter (if any)Letter, the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) its terms thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a) 1.8 is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties. If there is no Defaulting Party, all of the Guarantors shall share the Total Termination Fee and Expenses pro rata based on their respective Guaranteed Percentage (as defined in such Guarantor’s Limited Guarantee).

Termination Fee and Expenses. (a) If (i) the Merger Agreement is terminated pursuant to Section 8.02(a), Section 8.03(a) or Section 8.03(b) thereof, (ii) in accordance with its terms thereof and Parent is required to (i) pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses and the Company’s Expenses pursuant to Section 8.06(c) of the Company Merger Agreement, (ii) reimburse the costs and expenses in connection with the Company’s collection of the Parent Termination Fee or any Expenses pursuant to Section 8.06(f) of the terms Merger Agreement and/or (iii) reimburse or indemnify any Expenses, liabilities or losses of the Company, its Subsidiaries or their respective Representatives incurred in connection with the arrangement of the Debt Financing pursuant to Section 6.07(d) of the Merger Agreement, as applicable, and (iii) one of the Investors is a Defaulting Party, then such Defaulting Party shall pay to Parent an amount equal to the sum of (A) the Parent Termination Fee and such the reimbursable Expenses of the Company under Section 8.06(c) of the Merger Agreement, (B) the reimbursable costs and expenses of the Company under Section 8.06(f) of the Merger Agreement and/or (C) the reimbursable and indemnifiable Expenses, liabilities and losses of the Company, its Subsidiaries and their respective Representatives under Section 6.07(d) of the Merger Agreement, to be reimbursed, the extent as applicable, by wire transfer of same day funds fund within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicableFee. A “Defaulting Party” is an Investor, the failure of such Investor whose failure or of a Guarantor that is an Affiliate of such Investor, in each case to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto), the Consortium Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) its terms thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a) 1.4 is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties.

Termination Fee and Expenses. (a) If (i) the Merger Agreement is terminated pursuant to Section 8.02(a), Section 8.03(a) or Section 8.03(b) thereof, (ii) in accordance with its terms thereof and Parent is required to (i) pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses and the Company’s Expenses pursuant to Section 8.06(c) of the Company Merger Agreement, (ii) reimburse the costs and expenses in connection with the Company’s collection of the Parent Termination Fee or any Expenses pursuant to Section 8.06(f) of the terms Merger Agreement and/or (iii) reimburse or indemnify any Expenses, liabilities or losses of the Company, its Subsidiaries or their respective Representatives incurred in connection with the arrangement of the Debt Financing pursuant to Section 6.07(d) of the Merger Agreement, as applicable, and (iii) one of the Investors is a Defaulting Party, then such Defaulting Party shall pay to Parent an amount equal to the sum of (A) the Parent Termination Fee and such the reimbursable Expenses of the Company under Section 8.06(c) of the Merger Agreement, (B) the reimbursable costs and expenses of the Company under Section 8.06(f) of the Merger Agreement and/or (C) the reimbursable and indemnifiable Expenses, liabilities and losses of the Company, its Subsidiaries and their respective Representatives under Section 6.07(d) of the Merger Agreement, to be reimbursed, the extent as applicable, by wire transfer of same day funds fund within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicableFee. A ““ Defaulting PartyParty ” is an Investor, the failure of such Investor whose failure or of a Guarantor that is an Affiliate of such Investor, in each case to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto), the Consortium Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) its terms thereof. A Defaulting Party’s ““ Pro Rata PortionPortion ” for purposes of this Section 1.5(a) 1.4 is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties.

Termination Fee and Expenses. (a) If (i) the Merger Agreement is terminated pursuant to Section 8.02(a), Section 8.03(a) or Section 8.03(b) thereof, (ii) Parent is required to pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or or reimburse any expenses of the Company pursuant to the terms of the Merger Agreement, as applicable, and (iii) one of the Investors is a Defaulting Party, then such Defaulting Party shall pay to Parent an amount equal to the Parent Termination Fee and and/or such expenses to be reimbursed, as applicable, reimbursed to Parent by wire transfer of same day funds within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s 's obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicable. A “"Defaulting Party” " is an Investor, the failure of such Investor whose failure or of an Affiliate of such Investor, in each case to perform its obligation under its Equity Commitment Letter (if any), the Contribution Share Sale and Support Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “'s "Pro Rata Portion” " for purposes of this Section 1.5(a1.7(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties.

Termination Fee and Expenses. (a) If (i) the Merger Agreement is terminated pursuant to Section 8.02(a), Section 8.03(a) or Section 8.03(b) thereof, (ii) Parent in accordance with the terms thereof and SEEK is required to (i) pay the Parent Termination Fee pursuant to Section 8.06(b9.02(b) or Section 9.03(a) or Section 9.03(b) of the Merger Agreement, (ii) reimburse the costs and expenses in connection with the Company’s collection of either the Parent Termination Fee or the Merger Company Termination Fee pursuant to Section 9.06(d) of the Merger Agreement and/or (iii) reimburse or indemnify any reasonable and documented out-of-pocket costs and expenses of the Company, the Company Subsidiaries or their respective Representatives (as defined in the Merger Agreement) incurred in connection with the arrangement of the Debt Financing or Available Offshore Cash Financing pursuant to the terms Section 7.08(b) or Section 7.16(f) of the Merger Agreement, as applicable, and there is a Defaulting Party (iii) one of the Investors as defined below), and SEEK is not a Defaulting Party, then such Defaulting Party or Defaulting Parties shall pay to Parent SEEK an amount equal to the sum of (A) the Parent Termination Fee pursuant to Section 9.02(b) or Section 9.03(a) or Section 9.03(b) of the Merger Agreement , (B) the costs and such expenses in connection with the Company’s collection of the Parent Termination Fee or the Merger Company Termination Fee pursuant to be reimbursedSection 9.06(d) of the Merger Agreement and/or (C) any reasonable and documented out-of-pocket costs and expenses of the Company, the Company Subsidiaries or their respective Representatives incurred in connection with the arrangement of the Debt Financing or Available Offshore Cash Financing pursuant to Section 7.08(b) or Section 7.16(f) of the Merger Agreement, to the extent as applicable, by wire transfer of same day funds fund within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Consortium Member other than SEEK that is a Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of such termination, break-up or other fees or amounts payable by SEEK to the Parent Termination Fee and/or such expenses, as applicableCompany. A “Defaulting Party” is an Investor a Consortium Member whose failure and/or the failure of its Affiliates (other than, in the case of SEEK, the Company and its Subsidiaries) to (i) perform its obligation their respective obligations under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) ), and/or this Agreement or (ii) to cause Parent or Merger Company (as applicable) to comply with their respective obligations under the Merger Agreement (including obligations in respect of Parent or Merger Company under the Agreement), in each case, that results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) its terms thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a) 1.9 is a fraction, the numerator of which is the Investor Equity Commitment Ownership Percentage of such Defaulting Party (or its Affiliates) and the denominator of which is the aggregate Investor Equity Commitments Ownership Percentage of all Defaulting PartiesParties (or their Affiliates).