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.
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Termination Fee and Related Matters. (a) If this Agreement is validly terminated by Seller pursuant to Section 10.01(a)(iiiSection 9.01(a)(v) or Section 9.01(a)(vi) (solely in respect of an injunction or order in respect of matters related by Buyer or Seller pursuant to the Antitrust LawsSection 9.01(a)(ii)(A), Section 10.01(a)(vin each case in this parenthetical, at a time when Seller had the right to terminate the Agreement pursuant to Section 9.01(a)(v) or Section 9.01(a)(vi) (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 without giving effect to any notice requirement or cure period or right 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 terminationtherein)), then Buyer shall pay to Seller (or an Affiliate designated by Seller) an amount in cash equal to $35,000,000 50,000,000 by wire transfer in immediately available funds (the “Termination Fee”) within two five (5) 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)(iiiSection 9.01(a)(ii), 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, successors and assigns, 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 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 Affiliates, successors or assigns, arising out of this Agreement.
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Termination Fee and Related Matters. (a) If this Agreement is terminated by Seller Emerson pursuant to Section 10.01(a)(iiiSection 10.01(e) or Section 10.01(f) (solely in respect of an injunction or order in respect of matters related by Ruby or Emerson pursuant to the Antitrust LawsSection 10.01(b), Section 10.01(a)(vat a time when Emerson had the right to terminate the Agreement pursuant to Section 10.01(e) or Section 10.01(f) (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 without giving effect to any notice requirement or cure period or right 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 terminationtherein)), then Buyer Ruby shall pay to Seller (or an Affiliate designated by Seller) Emerson an amount in cash equal to $35,000,000 550,000,000 by wire transfer in immediately available funds (the “Termination Fee”) within two three Business Days of such termination (or, in the case of any such termination by Buyer Ruby pursuant to Section 10.01(a)(iiSection 10.01(b), at a time when Emerson had the right to terminate the Agreement pursuant to Section 10.01(e) or Section 10.01(a)(iiiSection 10.01(f) (in each case, without giving effect to any notice requirement or cure period or right set forth therein), prior to or concurrently with and as a condition precedent to such termination), it being understood that in no event shall Buyer Ruby 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 Seller Emerson 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 Emerson in these circumstances 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.
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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 Laws9.01(a)(v) or Section 10.01(a)(ii), and, 9.01(a)(vi) (or by Buyer or Seller pursuant to Section 9.01(a)(ii) at a time when Seller had the right to terminate the Agreement pursuant to Section 9.01(a)(v) or Section 9.01(a)(vi) (in each case, at the time of such termination, all of the conditions without giving effect to any notice requirement or cure period or right 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 terminationtherein)), then Buyer shall shall, subject to Section 9.03(d), pay to Seller (or an Affiliate designated by Seller) an amount in cash equal to $35,000,000 155,000,000 by wire transfer in immediately available funds (the “Termination Fee”) within two (2) 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, successors and assigns, that (x) the liabilities 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 Liabilities and damages that would be 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 Affiliates, successors or assigns, arising out of this Agreement.
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