Termination Fee Events Sample Clauses

Termination Fee Events. 7 Terrorism..............................9, 10 Title Company.............................10

Termination Fee Events. (a) If a Purchaser Termination Fee Event occurs, then the Purchaser shall pay to the Vendor the Termination Fee, net of any applicable withholding Taxes, by wire transfer of immediately available funds. Any such withheld Taxes shall be timely remitted by the Purchaser to the applicable Governmental Authority and thereafter shall be treated for all purposes of this Agreement as having been paid to the Vendor. (b) If a Vendor Termination Fee Event occurs, then the Vendor shall pay to the Purchaser the Termination Fee, net of any applicable withholding Taxes, by wire transfer of immediately available funds. Any such withheld Taxes shall be timely remitted by the Vendor to the applicable Governmental Authority and thereafter shall be treated for all purposes of this Agreement as having been paid to the Purchaser. (c) The Termination Fee shall become due and payable within two Business Days after the occurrence of a Termination Event. (d) Each of the Parties acknowledges that the agreements contained in this Section 9.2 are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. Each Party acknowledges that the Termination Fee is a payment of liquidated damages and represent a genuine pre-estimate of the damages which the Party entitled to such damages will suffer or incur as a result of the event giving rise to such payment and the resultant termination of this Agreement and are not penalties. The Parties irrevocably waive any right they may have to raise as a defense that any such liquidated damages are excessive or punitive. For greater certainty, the Parties agree that, upon the occurrence of any Termination Event, if the Termination Fee is paid in full, the Party receiving payment of the Termination Fee shall be precluded from any other remedy against the Party paying the Termination Fee at law or in equity or otherwise (including, without limitation, an order for specific performance), and shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the Party paying the Termination Fee in connection with this Agreement or the transactions contemplated hereby. (e) Nothing in this Section 9.2 shall relieve or have the effect of relieving any Party in any way from liability for damages incurred or suffered by a Party as a result of an intentional or wilful breach of this Agreement, provid...