Common use of Termination Fee; Expense Reimbursement Clause in Contracts

Termination Fee; Expense Reimbursement. (a) In the event this Agreement is terminated by the Parent pursuant to Section 7.1(e), then the Company shall make a cash payment to the Parent in the amount of $21.3 million (the “Termination Amount”). (b) In the event this Agreement is terminated by the Parent pursuant to Section 7.1(c), if both (A) prior to the termination of this Agreement, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, shall have been made to the Company Board or publicly announced and not withdrawn, revoked or rejected prior to the date of termination of the Agreement pursuant to Section 7.1(c) and (B) within 12 months following such termination, the Company shall have entered into a definitive agreement to engage in, or there has otherwise occurred, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, which transaction is subsequently consummated, then Company shall make a cash payment to the Parent of the Termination Amount. (c) In the event this Agreement is terminated by the Parent pursuant to Section 7.1(g), (i) Company shall then make a cash payment to the Parent in the amount equal to the Parent’s Expenses, and (ii) if both (A) prior to the termination of this Agreement, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, shall have been made to the Company Board or publicly announced and not withdrawn, revoked or rejected prior to the date of termination of the Agreement pursuant to Section 7.1(g) and (B) within 12 months following such termination, the Company shall have entered into a definitive agreement to engage in, or there has otherwise occurred, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, which transaction is subsequently consummated, then Company shall make a cash payment to the Parent of the Termination Amount, less the amount previously received by the Parent relating to the Parent’s Expenses. (d) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(b) or (h), the Parent shall make a cash payment to the Company in the amount equal to the Company’s Expenses. (e) In the event this Agreement is terminated by the Company pursuant to Section 7.1(f) after a public announcement with respect to a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof), then the Company shall make a cash payment to the Parent of the Termination Amount. (f) If required under this Section 7.4, the Termination Amount and Parent’s Expenses or the Company’s Expenses, as the case may be, shall be paid in immediately available funds within two business days after the date of the event giving rise to the obligation to make such payment except as provided in Section 7.1(f). The parties acknowledge and agree that the provisions for payment of the Termination Amount and Parent’s Expenses are an integral part of the transactions contemplated by this Agreement and are included herein in order to induce the Parent to enter into this Agreement and to reimburse the Parent for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement.

Termination Fee; Expense Reimbursement. (ai) In If (A) (x) a proposal for an Acquisition Transaction on terms financially superior to the event Merger shall have been disclosed, announced, commenced, submitted or made prior to the date of the Company Shareholders' Meeting, (y) this Agreement is terminated by the Parent pursuant to Section 7.1(e8.1(g) solely because the Company has taken or failed to take one or more of the actions specified in items (i) through (viii) of the definition of Company Triggering Event and the Company has stated in writing that it has taken or failed to take any such action, upon the advice of counsel, in order for the Board of Directors of the Company to comply with its fiduciary duties to the shareholders of the Company under applicable Legal Requirements, and (z) within nine (9) months of such termination the Company enters into a definitive agreement related to, or consummates, an Acquisition Transaction with any Person, (B) (x) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(c) and (y) within nine (9) months of the date of such termination the Company enters into a definitive agreement related to, or consummates, an Acquisition Transaction with any Person, (C) (x) this Agreement is terminated by Parent and/or the Company pursuant to Section 8.1(a) or Section 8.1(f), then in each case solely due to the failure of the closing condition set forth in Section 6.15 and Section 7.10, and (y) within nine (9) months of the date of such termination the Company enters into a definitive agreement related to, or consummates, an Acquisition Transaction with any Person, or (D) this Agreement is terminated by Parent pursuant to Section 8.1(g) under any circumstances other than the circumstances specified in Section 8.4(b)(i)(A) above, then, in any such case, the Company shall make pay to Parent, in cash at the time specified in the next sentence (and in addition to any payment required to be made pursuant to Section 8.4(a), if any), a cash payment to the Parent nonrefundable fee in the amount of $21.3 million 3,900,000 (the “"Termination Amount”Fee"). . If this Agreement is terminated for the reason specified in clause (bA) In or clause (B) or clause (C) of the event preceding sentence, the Termination Fee shall be paid by the Company simultaneously with the execution of a definitive agreement related to, or consummation of such Acquisition Transaction, and, if this Agreement is terminated by Parent for the Parent pursuant to Section 7.1(c), if both reason specified in clause (AD) prior to the termination of this Agreement, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, shall have been made to the Company Board or publicly announced and not withdrawn, revoked or rejected prior to the date of termination of the Agreement pursuant to Section 7.1(c) and (B) within 12 months following such terminationpreceding sentence, the Company Termination Fee shall have entered into a definitive agreement to engage in, or there has otherwise occurred, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, which transaction is subsequently consummated, then Company shall make a cash payment to the Parent of the Termination Amount. (c) In the event this Agreement is terminated by the Parent pursuant to Section 7.1(g), (i) Company shall then make a cash payment to the Parent in the amount equal to the Parent’s Expenses, and (ii) if both (A) prior to the termination of this Agreement, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, shall have been made to the Company Board or publicly announced and not withdrawn, revoked or rejected prior to the date of termination of the Agreement pursuant to Section 7.1(g) and (B) within 12 months following such termination, the Company shall have entered into a definitive agreement to engage in, or there has otherwise occurred, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, which transaction is subsequently consummated, then Company shall make a cash payment to the Parent of the Termination Amount, less the amount previously received by the Parent relating to the Parent’s Expenses. (d) In the event that this Agreement is terminated be paid by the Company pursuant to Section 7.1(b) or (h), the Parent shall make a cash payment to the Company in the amount equal to the Company’s Expenses. (e) In the event this Agreement is terminated by the Company pursuant to Section 7.1(f) after a public announcement with respect to a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof), then the Company shall make a cash payment to the Parent of the Termination Amount. (f) If required under this Section 7.4, the Termination Amount and Parent’s Expenses or the Company’s Expenses, as the case may be, shall be paid in immediately available funds within two business days after the date of the event giving rise to the obligation to make such payment except as provided in Section 7.1(f). termination. (ii) The parties acknowledge and agree Company acknowledges that the provisions for payment of the Termination Amount and Parent’s Expenses agreements contained in this Section 8.4(b) are an integral part of the transactions contemplated by this Agreement and are included herein in order to induce the Parent to enter into this Agreement and to reimburse the Parent for incurring the costs and expenses related to entering into this Agreement and consummating the transactions transaction contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 8.4(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 8.4(b), the Company shall pay to Parent its costs and expenses (including attorneys' fee and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 8.4(b) at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. Payment of the fees and expenses described in this Section 8.4 shall not be in lieu of damages incurred in the event of willful breach of this Agreement.

Termination Fee; Expense Reimbursement. (a) In If (i) the event Company terminates this Agreement is pursuant to Section 8.1(c), (ii) Parent terminates this Agreement pursuant to Section 8.1(d) or (iii) (x) either Parent or the Company terminates this Agreement pursuant to Section 8.1(b)(ii) or Section 8.1(b)(iv) or Parent terminates this Agreement pursuant to Section 8.1(f), (y) prior to such termination (in the case of a termination pursuant to Section 8.1(b)(ii)), the Stockholder’s Meeting (in the case of a termination pursuant to Section 8.1(b)(iv)) or the breach that gave rise to the termination right (in the case of a termination pursuant to Section 8.1(f)), any Person or group of Persons shall have publicly (whether made publicly by such Person(s) or as a result of any other public disclosure by any Person) or, in the case of a termination pursuant to Section 8.1(b)(ii) or Section 8.1(f), privately to the Company Board, made an Alternative Proposal and such proposal shall not have been unequivocally and, if appropriate, publicly, terminated or withdrawn prior to the termination of this Agreement referred to in clause (x) of this Section 8.3(a)(iii), and (z) at any time after the date of this Agreement and prior to the one-year anniversary of the termination of this Agreement, the Company consummates an Alternative Proposal with any Person or group of Persons (for purpose of this clause (iii), all references to twenty percent (20%) in the definition of Alternative Proposal shall be replaced with fifty percent (50%)), then: (A) in the case of a termination by the Company pursuant to Section 8.1(c) at or prior to sixty (60) hours after the Solicitation Period End Time, or a termination by Parent pursuant to Section 7.1(e8.1(d) as a result of a Change of Recommendation at or prior to sixty (60) hours after the Solicitation Period End Time in respect of a Superior Proposal (provided that in each case, the Superior Proposal that gave rise to the termination is not made by any Specified Party), then the Company shall make a cash payment pay to Parent or such Person as Parent may designate in writing in its sole discretion (such Person, the Parent in “Fee Payee”), the amount of $21.3 million 5,928,000 in cash; and (B) in all instances where the foregoing clause (A) does not apply, the Company shall pay to the Fee Payee the amount of $11,115,000 in cash (the amount set forth in clause (A) or (B), as applicable, the “Termination AmountFee”). (b) In the event this Agreement is terminated by the Parent pursuant to Section 7.1(c), if both (A) prior to the termination of this Agreement, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, shall have been made to the Company Board or publicly announced and not withdrawn, revoked or rejected prior to the date of termination of the Agreement pursuant to Section 7.1(c) and (B) within 12 months following such termination, the Company shall have entered into a definitive agreement to engage in, or there has otherwise occurred, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, which transaction is subsequently consummated, then Company shall make a cash payment to the Parent of the Termination Amount. (c) In the event this Agreement is terminated by the Parent pursuant to Section 7.1(g), (i) Company shall then make a cash payment to the Parent in the amount equal to the Parent’s Expenses, and (ii) if both (A) prior to the termination of this Agreement, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, shall have been made to the Company Board or publicly announced and not withdrawn, revoked or rejected prior to the date of termination of the Agreement pursuant to Section 7.1(g) and (B) within 12 months following such termination, the Company shall have entered into a definitive agreement to engage in, or there has otherwise occurred, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, which transaction is subsequently consummated, then Company shall make a cash payment to the Parent of the Termination Amount, less the amount previously received by the Parent relating to the Parent’s Expenses. (d) In the event that this Agreement is terminated by the Company either party pursuant to Section 7.1(b) or (h8.1(b)(iv), and at the time of such termination, the Company would not be entitled to terminate this Agreement pursuant to Section 8.1(e), the Company shall pay to the Fee Payee the reasonable and documented out-of-pocket fees and expenses (including reasonable fees and expenses of outside counsel, financing sources, and other advisors) incurred by Parent shall make a cash and its Affiliates, on the one hand, to Persons that are not Affiliates of Parent, on the other hand, in connection with the Transactions, whether incurred before or after the date of this Agreement, including reasonable and documented out-of-pocket fees and expenses incurred in connection with its investigation, structuring, financing, negotiation, due diligence, and financial, operating, legal and other analysis with respect to the Transactions, provided that such payment to the Company in Fee Payee shall not exceed $1,750,000 (the amount equal “Expense Reimbursement”); provided that the existence of circumstances which could require the Termination Fee to the Company’s Expenses. (e) In the event this Agreement is terminated become subsequently payable by the Company pursuant to Section 7.1(f8.3(a) after a public announcement shall not relieve the Company of its obligations to pay the Expense Reimbursement pursuant to this Section 8.3(b), and the payment by the Company of the Expense Reimbursement pursuant to this Section 8.3(b) shall not relieve the Company of any subsequent obligation to pay the Termination Fee pursuant to Section 8.3(a); provided, however, that (x) any Expense Reimbursement paid by the Company to Parent pursuant to this Section 8.3(b) shall be deducted from any Termination Fee that subsequently becomes payable pursuant to Section 8.3(a)(iii), and (y) in no event shall Parent or Merger Sub seek to recover damages from the Company in accordance with respect the proviso in Section 8.2 for amounts that have already been paid by the Company to a Takeover Proposal the Fee Payee as Expense Reimbursement pursuant to this Section 8.3(b) (with all references or vice versa). (c) The Company shall pay the Termination Fee to 20% the Fee Payee, by wire transfer of same day funds, to one or more accounts designated in writing by Parent (x) at or prior to the time of termination, in the definition thereof being treated as references case of such termination by the Company pursuant to 50% for purposes hereofSection 8.1(c), then (y) as promptly as practicable (and in any event within two (2) Business Days of receipt of Parent’s termination notice pursuant to Section 8.2), in the case of such termination by Parent pursuant to Section 8.1(d), or (z) the date on which an Alternative Proposal is consummated, in the case of any instance in which a Termination Fee is payable pursuant to Section 8.3(a)(iii); provided, that any Expense Reimbursement previously paid to the Fee Payee pursuant to Section 8.3(b) (or damages previously paid to Parent or Merger Sub pursuant to the proviso in Section 8.2) shall be deducted from the Termination Fee amount payable pursuant to the terms of Section 8.3(a)(iii). The Company shall pay the Expense Reimbursement to Parent by wire transfer of same day funds within five (5) Business Days of receipt from Parent of documentation in accordance with Section 8.3(b). Except to the extent required by applicable Law, the Company shall make a cash not withhold any withholding taxes from any payment made pursuant to the Parent of the Termination Amount. (f) If required under this Section 7.4, the Termination Amount and Parent’s Expenses or the Company’s Expenses, as the case may be, shall be paid in immediately available funds within two business days after the date of the event giving rise to the obligation to make such payment except as provided in Section 7.1(f). The parties acknowledge and agree that the provisions for payment of the Termination Amount and Parent’s Expenses are an integral part of the transactions contemplated by this Agreement and are included herein in order to induce the Parent to enter into this Agreement and to reimburse the Parent for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement8.3.

Termination Fee; Expense Reimbursement. (a) In the event that: (i) this Agreement is terminated by (1) the Company pursuant to Section 8.01(b)(i) (other than in a circumstance where the financing contemplated by the Debt Commitment Letters is not available to Parent or Sub as of the Outside Date, except as a result of the failure of any of the other conditions to Parent’s and Sub’s obligation to effect the Merger set forth in Section 7.01 or 7.02 to be satisfied as of such date, inserting the term “Outside Date” for the term “Closing Date” in such Sections) or (2) the Company or Parent pursuant to Section 7.1(e8.01(b)(iii), then and (i) after the date of this Agreement, a Company Takeover Proposal has been announced or another person has announced an intention to make a Company Takeover Proposal and (ii) the Company shall make enters into a cash payment to definitive agreement with respect to, or consummates, a transaction contemplated by any Company Takeover Proposal within 12 months of the Parent in the amount of $21.3 million (the “Termination Amount”).date this Agreement is terminated; (bii) In the event this Agreement is terminated by the Parent pursuant to Section 7.1(c8.01(c)(ii) or 8.01(c)(iii), if both (A) prior to the termination of this Agreement, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, shall have been made to the Company Board or publicly announced and not withdrawn, revoked or rejected prior to the date of termination of the Agreement pursuant to Section 7.1(c) and (B) within 12 months following such termination, the Company shall have entered into a definitive agreement to engage in, or there has otherwise occurred, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, which transaction is subsequently consummated, then Company shall make a cash payment to the Parent of the Termination Amount.; or (ciii) In the event this Agreement is terminated by the Parent pursuant to Section 7.1(g), (i) Company shall then make a cash payment to the Parent in the amount equal to the Parent’s Expenses, and (ii) if both (A) prior to the termination of this Agreement, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, shall have been made to the Company Board or publicly announced and not withdrawn, revoked or rejected prior to the date of termination of the Agreement pursuant to Section 7.1(g) and (B) within 12 months following such termination, the Company shall have entered into a definitive agreement to engage in, or there has otherwise occurred, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, which transaction is subsequently consummated, then Company shall make a cash payment to the Parent of the Termination Amount, less the amount previously received by the Parent relating to the Parent’s Expenses. (d) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(b) 8.01(d)(ii); then in any such event under clause (i), (ii), or (h)iii) of this Section 8.06, the Company shall pay to Parent a termination fee of $2,600,000 in cash (the “Termination Fee”). (b) Any payment required to be made pursuant to clause (i) of Section 8.06(a) shall make be made to Parent promptly following the earlier of the execution of a cash payment definitive agreement with respect to, or the consummation of, any transaction contemplated by a Company Takeover Proposal (and in any event not later than two business days after delivery to the Company of notice of demand for payment), any payment required to be made pursuant to clause (ii) of Section 8.06(a) shall be made to Parent promptly following termination of this Agreement by Parent pursuant to Section 8.01(c)(ii) or 8.01(c)(iii) (and in the amount equal any event not later than two business days after delivery to the Company’s ExpensesCompany of notice of demand for payment), and any payment required to be made pursuant to clause (iii) of Section 8.06(a) shall be made to Parent concurrently with, and as a condition to, the effectiveness of such termination by the Company pursuant to Section 8.01(d)(ii). All such payments shall be made by wire transfer of immediately available funds to an account to be designated by Parent. (ec) In addition to the Termination Fee set forth in Section 8.06(a), in the event that (i) the Company Shareholder Approval is not obtained and this Agreement is terminated by the Company or Parent pursuant to Section 7.1(f8.01(b)(iii) after or (ii) Parent terminates this Agreement pursuant to Section 8.01(c)(v), then, regardless of whether a public announcement Company Takeover Proposal has been announced or whether the Company enters into a definitive agreement with respect to to, or consummates, a transaction contemplated by any Company Takeover Proposal (with all references to 20% in within 12 months of the definition thereof being treated as references to 50% for purposes hereof)date this Agreement is terminated, then the Company shall make a cash payment reimburse Parent for documented out-of-pocket expenses actually and reasonably incurred by Parent and its affiliates in connection with this Agreement and the Transactions (including, but not limited to, fees and expenses of such persons’ counsel, accountants and financial advisors); provided, however, that in no event shall the Company be required to reimburse Parent for such expenses in excess of $250,000 (the Parent “Expense Reimbursement”). The Expense Reimbursement shall be paid promptly upon termination of the Termination Amountthis Agreement pursuant to Section 8.01(b)(iii) or Section 8.01(c)(v), as applicable. (fd) If required under The Company acknowledges that the fee and the other provisions of this Section 7.4, the Termination Amount and Parent’s Expenses or the Company’s Expenses, as the case may be, shall be paid in immediately available funds within two business days after the date of the event giving rise to the obligation to make such payment except as provided in Section 7.1(f). The parties acknowledge and agree that the provisions for payment of the Termination Amount and Parent’s Expenses 8.06 are an integral part of the transactions contemplated by this Agreement Transactions and are included herein in order to induce the that, without these agreements, Parent to would not enter into this Agreement and to reimburse the Parent for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement.

Termination Fee; Expense Reimbursement. (a) In the event that: (i) (A) a Third Party shall have made a Competing Proposal after the date of this Agreement, (B) this Agreement is subsequently terminated by (x) the Company or Parent pursuant to Section 7.1(e), then the Company shall make a cash payment to the Parent in the amount of $21.3 million 8.1(b)(iii) or (the “Termination Amount”). (by) In the event this Agreement is terminated by the Parent pursuant to Section 7.1(c8.1(d)(i) as a result of a knowing and intentional breach of a covenant under this Agreement by the Company, and at the time of the Stockholders’ Meeting in the case of clause (x) or at the time of such breach in the case of clause (y), if both a Competing Proposal has been publicly announced after the date of this Agreement and has not been withdrawn, and (AC) prior to the within twelve (12) months of such termination of this Agreement, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, shall have been made to the Company Board consummates a transaction involving a Competing Proposal or publicly announced and not withdrawn, revoked or rejected prior to the date of termination of the Agreement pursuant to Section 7.1(c) and (B) within 12 months following such termination, the Company shall have entered enters into a definitive agreement to engage inproviding for the consummation of a Competing Proposal; provided, or there has otherwise occurredhowever, a Takeover Proposal (with all that for purposes of this Section 8.3, the references to “twenty percent (20% %)” in the definition thereof being treated as of Competing Proposal shall be deemed to be references to “fifty percent (50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, which transaction is subsequently consummated, then Company shall make a cash payment to the Parent of the Termination Amount.%)”; (c) In the event this Agreement is terminated by the Parent pursuant to Section 7.1(g), (i) Company shall then make a cash payment to the Parent in the amount equal to the Parent’s Expenses, and (ii) if both (A) prior to the termination of this Agreement, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, shall have been made to the Company Board or publicly announced and not withdrawn, revoked or rejected prior to the date of termination of the Agreement pursuant to Section 7.1(g) and (B) within 12 months following such termination, the Company shall have entered into a definitive agreement to engage in, or there has otherwise occurred, a Takeover Proposal (with all references to 20% in the definition thereof being treated as references to 50% for purposes hereof) with any Person other than the Parent or any Affiliate of the Parent, which transaction is subsequently consummated, then Company shall make a cash payment to the Parent of the Termination Amount, less the amount previously received by the Parent relating to the Parent’s Expenses. (d) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(b8.1(c)(ii); (iii) this Agreement is terminated by Parent pursuant to Section 8.1(d)(ii); (iv) this Agreement is terminated by Parent or (h), the Parent shall make a cash payment to the Company in the amount equal pursuant to the Company’s Expenses.Section 8.1(b)(iii); or (ev) In the event this Agreement is terminated by the Company or Parent (if at such time, in the case of clause (1) below, the Company has the right to terminate this Agreement pursuant to Section 7.1(f) after a public announcement with respect to a Takeover Proposal (with all references to 20% 8.1(b)(i), or, in the definition thereof being treated as references to 50% for purposes hereofcase of clause (2), then the Company shall make a cash payment has the right to terminate this Agreement pursuant to Section 8.1(b)(ii)) pursuant to (1) Section 8.1(b)(i) when all conditions in Section 7.1 and Section 7.2, other than Section 7.1(b) or Section 7.1(c) (to the extent related to Antitrust Laws), are satisfied (other than conditions that (A) by their nature are satisfied at the Closing or (B) have not been satisfied as a result of a breach of this Agreement by Parent or Acquisition Sub that was the principal cause of such condition not having been satisfied) or (2) Section 8.1(b)(ii) if pursuant to Antitrust Laws, then in the case of (i) through (iv) above, the Company shall, and in the case of clause (v) above Parent shall, (A) in the case of clause (i) above, no later than two (2) Business Days following the date of the Termination Amount. consummation of such transaction involving a Competing Proposal, (fB) If required under this Section 7.4, the Termination Amount and Parent’s Expenses or the Company’s Expenses, as in the case may beof clause (ii) above, shall be paid prior to or substantially concurrently with such termination, and (C) in immediately available funds within the case of clauses (iii), (iv) and (v) above, no later than two business days (2) Business Days after the date of such termination, pay, or cause to be paid, by wire transfer of immediately available funds, at the direction of Parent or the Company, as applicable, in the case of clauses (i), (ii) or (iii), the Termination Fee (it being understood that in no event giving rise shall the Company be required to pay the Termination Fee on more than one occasion); in the case of clause (iv), the Expense Reimbursement; or, in the case of clause (v), the Antitrust Termination Fee. (i) Notwithstanding anything to the contrary set forth in this Agreement, but subject to Section 9.9, Parent’s receipt in full of the Termination Fee or Expense Reimbursement, as applicable, pursuant to Section 8.3(a), in circumstances where the Termination Fee or Expense Reimbursement, as applicable, is owed pursuant to Section 8.3(a), shall constitute the sole and exclusive monetary remedy of Parent and Acquisition Sub against the Company and its Subsidiaries and any of their respective direct or indirect, former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates or assignees of any of the foregoing (collectively, the “Company Related Parties”) for all losses and damages suffered as a result of any breach or failure to perform hereunder, and upon payment of such amount, none of the Company Related Parties shall have any further liability or obligation relating to make or arising out of this Agreement or the transactions contemplated hereby with respect to such payment except breach or failure to perform; provided that the Company shall also be obligated with respect to Section 8.2, Section 8.3(c) and Section 8.6, as applicable; provided, further, that the Company, Parent and Acquisition Sub shall be entitled to pursue an injunction, or other appropriate form of specific performance or equitable relief, solely as provided in Section 7.1(f)9.9. The parties acknowledge and agree that the provisions for payment Payment of the Termination Amount Fee pursuant to Section 8.3(a)(i)(B)(x) will be net of any previously paid Expense Reimbursement. (ii) Notwithstanding anything to the contrary set forth in this Agreement, but subject to Section 9.9, the Company’s receipt in full of the Antirust Termination Fee pursuant to Section 8.3(a), in circumstances where the Antitrust Termination is owed pursuant to Section 8.3(a), shall constitute the sole and exclusive monetary remedy of the Company against Parent’s Expenses , Acquisition Sub and their respective Subsidiaries and any of their respective direct or indirect, former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates or assignees of any of the foregoing (collectively, the “Parent Related Parties”) for all losses and damages suffered as a result of any breach or failure to perform hereunder, and upon payment of such amount, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby with respect to such breach or failure to perform; provided that Parent and Acquisition Sub shall also be obligated with respect to Section 8.2, Section 8.3(c) and Section 8.6, as applicable; provided, further, that the Company, Parent and Acquisition Sub shall be entitled to pursue an injunction, or other appropriate form of specific performance or equitable relief, solely as provided in Section 9.9. (c) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Fee, the Antitrust Termination Fee and Expense Reimbursement are not penalties, but are liquidated damages, in a reasonable amount that will compensate Parent or the Company, as applicable, in the circumstances in which such fees are payable, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and are included herein in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, the parties hereto would not enter into this Agreement. Accordingly, if the Company or Parent fails to timely pay any amount due pursuant to this Section 8.3 and, in order to induce obtain such payment, Parent or the Parent Company, respectively, commences a suit that results in a judgment against the Company or Parent, respectively, for the payment of any amount set forth in this Section 8.3, the party not commencing such suit shall pay to enter into this Agreement and to reimburse the Parent for incurring the other party its costs and expenses related in connection with such suit, together with interest on such amount at the annual rate of three percent (3%) plus the prime rate as published in The Wall Street Journal in effect on the date such payment was required to entering into this Agreement and consummating be made through the transactions contemplated date such payment was actually received, or such lesser rate as is the maximum permitted by this Agreementapplicable Law.