Termination Fee and Related Matters. (a) If this Agreement is terminated by Seller pursuant to Section 10.01(a)(iii) (solely in respect of an injunction or order in respect of matters related to the Antitrust Laws), Section 10.01(a)(v) (due to Buyer’s breach of Section 5.03(a) in respect of matters related to Antitrust Laws) or Section 10.01(a)(ii), and, in each case, at the time of such termination, all of the conditions set forth in Section 8.01(a) (other than (x) the condition set forth in Section 8.01(a)(i) and (y) the condition set forth in Section 8.01(a)(ii) solely in respect of an injunction or order in respect of matters related to the Antitrust Laws) and Section 8.01(b) have been satisfied (or in the case of conditions that by their nature are to be satisfied at the Closing, are capable of being satisfied if the Closing were to occur on the date of such termination), then Buyer shall pay to Seller (or an Affiliate designated by Seller) an amount in cash equal to $35,000,000 by wire transfer in immediately available funds (the “Termination Fee”) within two Business Days of such termination (or, in the case of any such termination by Buyer pursuant to Section 10.01(a)(ii) or Section 10.01(a)(iii), prior to or concurrently with and as a condition precedent to such termination), it being understood that in no event shall Buyer be required to pay the Termination Fee more than once. Each of the parties hereto agrees, on behalf of itself and its respective Affiliates, that (x) the liabilities and damages that may be incurred or suffered by Seller in circumstances in which the Termination Fee is payable are uncertain and difficult to ascertain, (y) the Termination Fee represents a reasonable estimate of probable liabilities and damages incurred or suffered by Seller in these circumstances and (z) such amount is not excessive or unreasonably large, given the parties’ intent and dealings with each other, and shall not be argued by any party to be or be construed as a penalty, and each party expressly waives any right to argue, assert or claim any of the foregoing in any dispute among the parties and/or any of their respective Affiliates arising out of this Agreement.
Termination Fee and Related Matters. (a) If this Agreement is terminated by Baker Hughes pursuant to Section 12.01(e) (or by Partner or Baker Hughes pursuant to Section 12.01(b), in each case at a time when Baker Hughes had the right to terminate the Agreement pursuant to Section 12.01(e)), then Investor JV shall pay to Baker Hughes an amount in cash equal to $25,000,000 in immediately available funds (the “Termination Fee”) within two Business Days of such termination (or, in the case of a termination by Partner pursuant to Section 12.01(b), prior to or concurrently with such termination). Any payment of the Termination Fee shall be deemed to be liquidated damages and not a penalty. Notwithstanding anything to the contrary set forth in this agreement but subject to Baker Hughes’ right to obtain specific performance pursuant to Section 13.13, each of Baker Hughes, Partner and Investor JV agrees that the payment of the Termination Fee (together with any amounts payable pursuant to Section 12.03(b)) shall be the sole and exclusive remedy of Baker Hughes against Partner, Investor JV and any of their respective Affiliates or of any director or indirect, former, current or future, general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, representatives, successors or assigns of any of the foregoing (each, an “Investor JV Related Party”) for any damages or losses incurred by Baker Hughes and its Affiliates in circumstances where a Termination Fee is payable, and in no event will Baker Hughes or any of its Affiliates seek to recover any other money damages or seek any other remedy based on a claim in law or equity in circumstances where a Termination Fee is payable, subject to Section 12.03(b). Baker Hughes acknowledges, covenants and agrees that neither Baker Hughes nor any of its Affiliates has and shall have a right of recovery against, and no liability shall attach to, including in each case with respect to any actual or claimed loss or damages of any kind of Baker Hughes or any of its Subsidiaries, Affiliates, representatives or stockholders or any other Person claiming by, through or for the benefit of Baker Hughes, any of the Investor JV Related Parties (other than Baker Hughes’ right to recover (x) against Investor JV to the extent provided in this Agreement and (y) to the extent provided in the Guaranties), whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a c...
Termination Fee and Related Matters. (a) If this Agreement is terminated by the Company pursuant to Section 9.01(c) (with respect to matters that are the subject of Section 5.04), Section 9.01(e) (solely to the extent of a covenant breach due to Buyer’s breach of Section 5.04) or Section 9.01(a), and, in each case, at the time of such termination, all of the conditions set forth in Section 8.01 (other than the condition set forth in Section 8.01(c) and Section 8.01(d) in each case solely with respect to matters that are the subject of Section 5.04) have been satisfied (or in the case of conditions that by their nature are to be satisfied at the Closing, are capable of being satisfied if the Closing were to occur on the date of such termination or are not satisfied as a result of Buyer’s breach), then Buyer shall pay to the Company an amount in cash equal to $25,000,000 in immediately available funds (the “Buyer Termination Fee”) within five Business Days of such termination (or, in the case of a termination by Buyer pursuant to Section 9.01(a) or Section 9.01(c), prior to or concurrently with, and as a condition to, such termination). Each of the parties hereto agrees, on behalf of itself and its respective Affiliates, successors and assigns, that (x) the liabilities and damages that may be incurred or suffered by the Company in circumstances in which the Buyer Termination Fee is payable are uncertain and difficult to ascertain, (y) the Buyer Termination Fee shall be deemed to be a payment of liquidated damages and not a penalty and such amount and payment represents a reasonable estimate of probable liabilities and damages incurred or suffered by the Company in these circumstances, and (z) such amount is not excessive or unreasonably large, given the parties’ intent and dealings with each other, and shall not be argued by any party to be or be construed as a penalty, and each party expressly waives any right to argue, assert or claim any of the foregoing in any dispute among the parties and/or any of their respective Affiliates, successors or assigns, arising out of this Agreement.
Termination Fee and Related Matters. (a) If this Agreement is terminated (i) by Truist or Buyer Entity 1 pursuant to Section 9.01(b) and, at the time of such termination, either (A) (1) one or more of the circumstances set forth on Section 9.03(a)(i) of the Company Disclosure Schedule shall have occurred and (2) the conditions to the Closing set forth in Section 8.01(a), Section 8.01(c), Section 8.01(d) (other than as a result of the occurrence of one or more of the circumstances set forth on Section 9.03(a)(i) of the Company Disclosure Schedule) and Section 8.02 shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing; provided that such conditions to be satisfied at the Closing would be satisfied as of the date of termination if the Closing were to occur on the date of such termination) or (B) Truist had the right to terminate the Agreement pursuant to Section 9.01(e), (ii) by Truist pursuant to Section 9.01(e) or (iii) by Buyer Entity 1 pursuant to Section 9.01(c)(ii) due to an injunction or other order, in each case, as set forth on Section 9.03(a)(ii) of the Company Disclosure Schedule and, in the case of the foregoing clauses (i)(A) and (iii) of this Section 9.03(a), Truist’s breach of this Agreement or the Letter Agreement shall not have been a cause of the issuance of, or the Buyer Entities’ inability to resolve, such injunction or order as set forth on Section 9.03(a)(iii) of the Company Disclosure Schedule, Buyer Entity 1 shall pay, or cause to be paid, an amount in cash equal to $700,000,000 (the “Termination Fee”) to Truist by wire transfer in immediately available funds within two Business Days of such termination, it 108 being understood that in no event shall Buyer Entity 1 be required to pay the Termination Fee more than once. Each of the parties hereto agrees, on behalf of itself and its respective Affiliates, successors and assigns, that (x) the liabilities and damages that may be incurred or suffered by Truist in circumstances in which the Termination Fee is payable are uncertain and difficult to ascertain, (y) the Termination Fee (together with any Enforcement Costs, if, and solely to the extent, payable) represents a reasonable estimate of probable liabilities and damages incurred or suffered by Truist in these circumstances, and (z) such amount is not excessive or unreasonably large, given the parties’ intent and dealings with each other, and shall not be argued by any party to be or be construed as a pe...
Termination Fee and Related Matters. (a) If this Agreement is terminated by Seller pursuant to Section 12.01(e), Section 12.01(f) or Section 12.01(g), Buyer shall pay or cause to be paid to the Company the Buyer Termination Fee within two Business Days after such termination by wire transfer of immediately available funds to a bank account designated by the Company, it being understood that in no event shall Buyer be required to pay the Buyer Termination Fee on more than one occasion. For purposes of this Agreement, “Buyer Termination Fee” means (i) $36,400,000, in circumstances where a Buyer Termination Fee is payable pursuant to (x) Section 12.01(g) or (y) Section 12.01(e), and (ii) $25,480,000 in circumstances where a Buyer Termination Fee is payable pursuant to Section 12.01(f).
Termination Fee and Related Matters. (a) If this Agreement is validly terminated by the Company pursuant to either (i) Section 10.01(b) and the conditions set forth in Section 10.03(c) are satisfied, (ii) Section 10.01(f) or (iii) Section 10.01(g), then Buyer shall pay or cause to be paid to the Company $39,500,000 (the “Buyer Termination Fee”) within two Business Days after such termination by wire transfer of immediately available funds to one or more bank accounts designated by the Company, it being understood that in no event shall Buyer be required to pay the Buyer Termination Fee on more than one occasion. The Company shall provide prompt written notice of any such breach of this Agreement by Buyer, to the extent within the Company’s knowledge, and of its intent to terminate the Agreement pursuant to Section 10.01(f); provided that failure to give prompt notice shall not affect the Company’s right to receive the Buyer Termination Fee except to the extent that Buyer is materially prejudiced by such failure. No Buyer Termination Fee shall be payable if such written notice is delivered by the Company less than five Business Days prior to the Outside Date.
