Common use of Termination Fee; Expenses Clause in Contracts

Termination Fee; Expenses. (a) Except as set forth in this Section 9.05, all Expenses incurred in connection with this Agreement and the Merger shall be paid by the party incurring such Expenses, whether or not the Merger is consummated, except that Parent and Company each shall pay one-half of all Expenses (other than attorneys' and accountants' fees and expenses) incurred solely for printing, filing and mailing the Proxy Statement and all SEC and other regulatory filing fees incurred in connection with the Proxy Statement and any fees required to be paid under the HSR Act. (b) In the event that (i) Parent shall terminate this Agreement pursuant to Section 9.01(d), (ii) Parent shall terminate this Agreement pursuant to Section 9.01(f), (iii) Company shall terminate this Agreement pursuant to Section 9.01(h) or (iv) this Agreement shall be terminated pursuant to Section 9.01(b) or pursuant to Section 9.01(e) as a result of the failure to obtain the Company Shareholder Approval and, in the case of this clause (iv), (A) at or prior to such termination, there shall exist or have been publicly proposed a Competing Transaction with respect to Company and (B) within 12 months after such termination, Company shall enter into a definitive agreement with respect to any Competing Transaction or any Competing Transaction involving Company shall be consummated, then, in the case of (x) clauses (i) or (ii), promptly after such termination, (y) in the case of clause (iii) prior to such termination or (z) in the case of clause (iv), immediately before the execution and delivery of such agreement or such consummation, as applicable, Company shall pay to Parent (the "Termination Fee") a sum equal to all of Parent's Expenses (payable promptly upon receipt of a written statement thereof from Parent) and an additional amount equal to $6,500,000. In the event of termination of this Agreement by Company pursuant to Section 9.01(g), Parent shall pay to Company an amount equal to all of Company's Expenses (payable promptly upon receipt of a written statement thereof from Company). (c) Parent and Company agree that the agreements contained in Section 9.05(b) above are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement or the Shareholders Agreements. Accordingly, if Company fails to pay to Parent any amounts due under Section 9.05(b), Company shall pay the fees and expenses (including legal fees and expenses) in connection with any action, including the filing of any lawsuit of other legal action, taken to collect payment, together with interest on such amounts at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. (d) In the event that the Company properly terminates this Agreement pursuant to 9.01(g), in addition to any other claims for damages or expenses the Company may commence against Parent or one of its Affiliates, Parent shall be specifically obligated to reimburse Company for the termination fee due from Company to DoubleClick, not to exceed $8.6 million, if such termination fee has not already been paid by Parent or one of its Affiliates.

Termination Fee; Expenses. (a) Except as set forth in this Section 9.05, all Expenses incurred in connection with this Agreement and the Merger Arrangement shall be paid by the party incurring such Expenses, whether or not the Merger Arrangement is consummatedcompleted, except that Parent and Company each shall pay one-half of all Expenses (other than attorneys' and accountants' fees and expenses) incurred solely for printing, filing and mailing the Registration Statement and the Proxy Statement and all SEC and other regulatory filing fees incurred in connection with the Proxy Registration Statement and the Proxy Statement, any fees required to be paid under the HSR ActAct and the Competition Act (Canada), if any and any fees and expenses payable in connection with obtaining the Interim Order and the Final Order. (b) In Without limiting any other remedies available to Parent, in the event that (i) Parent shall terminate this Agreement pursuant to Section 9.01(d), (ii) Parent shall terminate this Agreement pursuant to Section 9.01(f), (iii) Company shall terminate this Agreement pursuant to Section 9.01(h) or (iv) this Agreement shall be terminated pursuant to (x) Section 9.01(b) or pursuant to (y) Section 9.01(e) as a result of the failure to obtain the Company Shareholder Approval requisite approval of Company's shareholders and, in the case of this clause either (ivx) or (y), (A) at the time of such termination or prior failure to such terminationso approve this Agreement, there shall exist or have been publicly proposed a Company Competing Transaction with respect to Company, or (iii) Parent shall terminate this Agreement pursuant to Section 9.01(f) as a result of either a breach of any covenant contained in this Agreement or an intentional breach of any representation or warranty contained in this Agreement and, at the time of such termination, either (A) there shall exist or have been proposed a Company Competing Transaction with respect to Company and or (B) within 12 months one year after such termination, Company shall enter into a definitive agreement with respect to any Company Competing Transaction or any Company Competing Transaction involving Company shall be consummated, then, in the case of (x) clauses (i) or (ii), promptly after such terminationtermination or failure to obtain shareholder approval, (y) or, in the case of clause (iii) prior to such termination or (z) in the case of clause (iv), immediately before the execution and delivery of such agreement or such consummation, as applicable, Company shall pay to Parent (the "Termination Fee") a sum an amount in cash equal to all $14,000,000 plus, in the case of (i), (ii) or (iii) above (regardless of whether the conditions contained in (A) or (B) shall have been satisfied), an amount in cash equal to Parent's Expenses (payable promptly upon receipt of a written statement thereof from Parent) and an additional amount equal up to $6,500,000. In 1,000,000 in the event aggregate, payable at the time of such termination of this Agreement by Company pursuant or failure to Section 9.01(g), Parent shall pay to Company an amount equal to all of Company's Expenses (payable promptly upon receipt of a written statement thereof from Company)obtain shareholder approval. (c) Parent and Company agree that the agreements contained in Section 9.05(b) above are an integral part of the transactions transaction contemplated by this Agreement, Agreement and that, without these agreements, Parent would constitute liquidated damages and not enter into this Agreement or the Shareholders Agreementsa penalty. Accordingly, if If Company fails to pay to Parent any amounts fee due under Section 9.05(b), Company shall pay the fees cash and expenses (including legal fees and expenses) in connection with any action, including the filing of any lawsuit of other legal action, taken to collect payment, together with interest on such amounts at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. (d) In the event that the Company properly terminates this Agreement pursuant to 9.01(g), in addition to any other claims for damages or expenses the Company may commence against Parent or one of its Affiliates, Parent shall be specifically obligated to reimburse Company for the termination fee due from Company to DoubleClick, not to exceed $8.6 million, if such termination fee has not already been paid by Parent or one of its Affiliates.

Termination Fee; Expenses. (a) Except as set forth in this Section 9.05, all Expenses incurred in connection with this Agreement and the Merger shall be paid by the party incurring such Expenses, whether or not the Merger is consummated, except that Parent and Company each shall pay one-half of all Expenses (other than attorneys' and accountants' fees and expenses) incurred solely for printing, filing and mailing the Registration Statement and the Proxy Statement and all SEC and other regulatory filing fees incurred in connection with the Registration Statement and the Proxy Statement and any fees required to be paid under the HSR Act. (b) In the event that (i) Parent shall terminate this Agreement pursuant to Section 9.01(d), (ii) Parent shall terminate this Agreement due to a Terminating Company Breach of any covenant or agreement contained in this Agreement pursuant to Section 9.01(f), (iii) Company shall terminate this Agreement pursuant to Section 9.01(h) or (iv) this Agreement shall be terminated pursuant to Section 9.01(b) or pursuant to Section 9.01(e) as a result of the failure to obtain the requisite approval of the Company Shareholder Approval and, in the case of this clause (iv), shareholders and (A) at or prior to such termination, there shall exist or have been publicly proposed a Competing Transaction with respect to Company and (B) within 12 months after such termination, Company shall enter into a definitive agreement with respect to any Competing Transaction or any Competing Transaction involving Company shall be consummated, then, in the case of (x) clauses i), (iii) or (iiiii), promptly after such termination, (y) or in the case of clause (iii) prior to such termination or (z) in the case of clause (iv), immediately before the execution and delivery of such agreement or such consummation, as applicable, Company shall pay to Parent (the "Termination Fee") a sum equal to all of Parent's Expenses (payable promptly upon receipt of a written statement thereof from Parent) and an additional amount equal to $6,500,0008,600,000. In the event of termination of this Agreement by Company pursuant to Section 9.01(g), Parent shall pay to Company an amount equal to all of Company's Expenses (payable promptly upon receipt of a written statement thereof from Company)Expenses. (c) Parent and Company agree that the agreements contained in Section 9.05(b) above are an integral part of the transactions transaction contemplated by this Agreement, Agreement and that, without these agreements, Parent would constitute liquidated damages and not enter into this Agreement or the Shareholders Agreementsa penalty. Accordingly, if Company fails to pay to Parent any amounts due under Section 9.05(b), Company shall pay the fees cash and expenses (including legal fees and expenses) in connection with any action, including the filing of any lawsuit of other legal action, taken to collect payment, together with interest on such amounts at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. (d) In the event that the Company properly terminates this Agreement pursuant to 9.01(g), in addition to any other claims for damages or expenses the Company may commence against Parent or one of its Affiliates, Parent shall be specifically obligated to reimburse Company for the termination fee due from Company to DoubleClick, not to exceed $8.6 million, if such termination fee has not already been paid by Parent or one of its Affiliates.

Termination Fee; Expenses. (a) Except as set forth in this Section 9.05, all Expenses incurred in connection with this Agreement and the Merger shall be paid by the party incurring such Expenses, whether or not the Merger is consummated, except that Parent and Company each shall pay one-half of all Expenses (other than attorneys' and accountants' fees and expenses) incurred solely for printing, filing and mailing the Registration Statement and the Proxy Statement and all SEC and other regulatory filing fees incurred in connection with the Registration Statement and the Proxy Statement and any fees required to be paid under the HSR Act. (b) In the event that (i) Parent shall terminate this Agreement pursuant to Section 9.01(d), (ii) Parent shall terminate this Agreement pursuant to Section 9.01(f), (iii) Company shall terminate this Agreement pursuant to Section 9.01(h) or (ivii) this Agreement shall be terminated pursuant to Section 9.01(b) or pursuant to Section 9.01(e) as a result of the failure to obtain the requisite approval of the Company Shareholder Approval and, in the case of this clause (iv), stockholders and (A) at or prior to such termination, there shall exist or have been publicly proposed a Competing Transaction with respect to Company and (B) within 12 months after such termination, Company shall enter into a definitive agreement with respect to any Competing Transaction or any Competing Transaction involving Company shall be consummated, then, in the case of (x) clauses (i) or (ii), promptly after such termination, (y) or in the case of clause (iii) prior to such termination or (z) in the case of clause (ivii), immediately before the execution and delivery of such agreement or such consummation, as applicableCompany shall pay to Parent an amount equal to $30 million (the "TERMINATION FEE"). (c) In the event that Parent shall terminate this Agreement pursuant to Section 9.01(f), then Company shall promptly reimburse Parent for Parent's Expenses, and if, within twelve months of such termination of this Agreement, Company shall enter into a definitive agreement with respect to any Competing Transaction or any Competing Transaction involving Company shall be consummated concurrently with the consummation of such Competing Transaction, then, immediately before the execution and delivery of such agreement or such consummation, Company shall pay to Parent (the "Termination Fee") a sum an amount in cash equal to all the Termination Fee less the amount of Parent's any Expenses (payable promptly upon receipt of a written statement thereof from Parent) and an additional amount equal to $6,500,000. In the event of termination of this Agreement Parent previously reimbursed by Company pursuant to this Section 9.01(g), Parent shall pay to Company an amount equal to all of Company's Expenses (payable promptly upon receipt of a written statement thereof from Company9.05(c). (cd) Parent and Company agree that the agreements contained in Section 9.05(b) and 9.05(c) above are an integral part of the transactions transaction contemplated by this Agreement, Agreement and that, without these agreements, Parent would constitute liquidated damages and not enter into this Agreement or the Shareholders Agreementsa penalty. Accordingly, if Company fails to pay to Parent any amounts due under Section 9.05(b) or 9.05(c), Company shall pay the fees cash and expenses (including legal fees and expenses) in connection with any action, including the filing of any lawsuit of other legal action, taken to collect payment, together with interest on such amounts at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. (d) In the event that the Company properly terminates this Agreement pursuant to 9.01(g), in addition to any other claims for damages or expenses the Company may commence against Parent or one of its Affiliates, Parent shall be specifically obligated to reimburse Company for the termination fee due from Company to DoubleClick, not to exceed $8.6 million, if such termination fee has not already been paid by Parent or one of its Affiliates.

Termination Fee; Expenses. (a) Except as set forth in this Section 9.05, all Expenses incurred in connection with this Agreement and the Merger shall be paid by the party incurring such Expenses, whether or not the Merger is consummated, except that Parent and Company each shall pay one-half of all Expenses (other than attorneys' and accountants' fees and expenses) incurred solely for printing, filing and mailing the Registration Statement and the Proxy Statement and all SEC and other regulatory filing fees incurred in connection with the Registration Statement and the Proxy Statement and any fees required to be paid under the HSR Act. (b) In the event that (i) Parent shall terminate this Agreement pursuant to Section 9.01(d), (ii) Parent shall terminate this Agreement due to a Terminating Company Breach of any covenant or agreement contained in this Agreement pursuant to Section 9.01(f), (iii) Company shall terminate this Agreement pursuant to Section 9.01(h) or (iv) this Agreement shall be terminated pursuant to Section 9.01(b) or pursuant to Section 9.01(e) as a result of the failure to obtain the requisite approval of the Company Shareholder Approval and, in the case of this clause (iv), shareholders and (A) at or prior to such termination, there shall exist or have been publicly proposed a Competing Transaction with respect to Company and (B) within 12 months after such termination, Company shall enter into a definitive agreement with respect to any Competing Transaction or any Competing Transaction involving Company shall be consummated, then, in the case of (x) clauses i), (iii) or (iiiii), promptly after such termination, (y) or in the case of clause (iii) prior to such termination or (z) in the case of clause (iv), immediately before the execution and delivery of such agreement or such consummation, as applicable, Company shall pay to Parent (the "Termination FeeTERMINATION FEE") a sum equal to all of Parent's Expenses (payable promptly upon receipt of a written statement thereof from Parent) and an additional amount equal to $6,500,0008,600,000. In the event of termination of this Agreement by Company pursuant to Section 9.01(g), Parent shall pay to Company an amount equal to all of Company's Expenses (payable promptly upon receipt of a written statement thereof from Company)Expenses. (c) Parent and Company agree that the agreements contained in Section 9.05(b) above are an integral part of the transactions transaction contemplated by this Agreement, Agreement and that, without these agreements, Parent would constitute liquidated damages and not enter into this Agreement or the Shareholders Agreementsa penalty. Accordingly, if Company fails to pay to Parent any amounts due under Section 9.05(b), Company shall pay the fees cash and expenses (including legal fees and expenses) in connection with any action, including the filing of any lawsuit of other legal action, taken to collect payment, together with interest on such amounts at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. (d) In the event that the Company properly terminates this Agreement pursuant to 9.01(g), in addition to any other claims for damages or expenses the Company may commence against Parent or one of its Affiliates, Parent shall be specifically obligated to reimburse Company for the termination fee due from Company to DoubleClick, not to exceed $8.6 million, if such termination fee has not already been paid by Parent or one of its Affiliates.

Termination Fee; Expenses. (a) Except as set forth in this Section 9.05, all Expenses incurred in connection with this Agreement and the Merger shall be paid by the party incurring such Expenses, whether or not the Merger is consummated, except that Parent and Company each shall pay one-half of all Expenses (other than attorneys' attorney's and accountants' accountant's fees and expenses) incurred solely for printing, filing (with the SEC) and mailing the Registration Statement and the Joint Proxy Statement and all SEC and other regulatory filing fees incurred in connection with the Registration Statement and the Joint Proxy Statement and any fees required to be paid under the HSR Act. (b) In the event that (i) Company shall terminate this Agreement pursuant to Section 9.01(i) or Parent shall terminate this Agreement pursuant to Section 9.01(d), (ii) Parent shall terminate this Agreement pursuant to Section 9.01(f), (iii) Company shall terminate this Agreement pursuant to Section 9.01(h) or (ivii) this Agreement shall be terminated (x) pursuant to Section 9.01(b) or (y) pursuant to Section 9.01(e9.01(e)(i) as a result of the failure to obtain the requisite approval of the Company Shareholder Approval stockholders and, in the case of this clause either (ivx) or (y), (A) at or prior to such termination, there shall exist or have been publicly proposed a Competing Transaction with respect to Company and (B) within 12 nine months after such termination, Company shall enter into a definitive agreement with respect to any Competing Transaction or any Competing Transaction involving Company shall be consummated, then, in the case of (x) clauses (i) or (ii), promptly after such termination, (y) or in the case of clause (iii) prior to such termination or (z) in the case of clause (ivii), immediately before concurrently with the execution and delivery consummation of such agreement or such consummation, as applicableCompeting Transaction, Company shall pay to Parent an amount in cash equal to the greater of Four percent (4%) of the "total enterprise value" of the transactions contemplated by this Agreement or as reflected in the Superior Proposal or the Competing Transaction, as the case may be, (the "Termination Fee") a sum equal to all of plus Parent's Expenses (payable promptly upon receipt of a written statement thereof from Parent) and an additional amount equal to $6,500,000Expenses. In the event of termination For purposes of this Agreement by Company pursuant Section 9.05, the term "total enterprise value" shall mean the purchase price paid or offered to Section 9.01(g)be paid, Parent shall pay to Company an as the case may be, in such transaction, plus the amount equal to all of Company's Expenses (payable promptly upon receipt of a written statement thereof from Company). (c) Parent any indebtedness and Company agree that the agreements contained in Section 9.05(b) above are an integral part other liabilities of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement or the Shareholders Agreements. Accordingly, if Company fails to pay to Parent any amounts due under Section 9.05(b), Company shall pay the fees and expenses (including legal fees and expenses) in connection with any action, including the filing of any lawsuit of other legal action, taken to collect payment, together with interest on such amounts at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. (d) In the event that the Company properly terminates this Agreement pursuant to 9.01(g), in addition to any other claims for damages or expenses the Company may commence against Parent or one of its Affiliates, Parent shall be specifically obligated to reimburse Company for the termination fee due from Company to DoubleClick, not to exceed $8.6 million, if such termination fee has not already been paid by Parent or one of its Affiliates.assumed or

Termination Fee; Expenses. (a) Except as set forth in this Section 9.05, all Expenses incurred in connection with this Agreement and the Merger shall be paid by the party incurring such Expenses, whether or not the Merger is consummated, except that Parent and Company each shall pay one-half of all Expenses (other than attorneys' attorney's and accountants' accountant's fees and expenses) incurred solely for printing, filing (with the SEC) and mailing the Registration Statement and the Joint Proxy Statement and all SEC and other regulatory filing fees incurred in connection with the Proxy Registration Statement and any fees required to be paid under the HSR ActJoint Proxy Statement. (b) In the event that (i) Parent shall terminate this Agreement pursuant to Section 9.01(d) (other than under the circumstances described in Section 9.05(d)), or (ii) Parent shall terminate this Agreement pursuant to Section 9.01(f), (iii) Company shall terminate this Agreement pursuant to Section 9.01(h) or (iv) this Agreement shall be terminated (x) pursuant to Section 9.01(b) or (y) pursuant to Section 9.01(e9.01(e)(i) as a result of the failure to obtain the requisite approval of the Company Shareholder Approval stockholders and, in the case of this clause either (ivx) or (y), (A) at or prior to such termination, there shall exist or have been publicly proposed a Competing Transaction with respect to Company and (B) within 12 months after such termination, Company shall enter into a definitive agreement with respect to any Competing Transaction or any Competing Transaction involving Company shall be consummated, then, in the case of (x) clauses (i) or (ii), promptly after such termination, (y) or in the case of clause (iii) prior to such termination or (z) in the case of clause (ivii), immediately before concurrently with the execution and delivery consummation of such agreement or such consummation, as applicableCompeting Transaction, Company shall (subject to Section 9.05(e)) pay to Parent an amount in cash equal to $30 million (the "Termination Fee") a sum equal to all of plus Parent's Expenses Expenses. (payable promptly upon receipt of a written statement thereof from Parentc) and an additional amount equal to $6,500,000. In the event that Parent shall terminate this Agreement pursuant to Section 9.01(f), then Company shall promptly reimburse Parent for Parent's Expenses, and if, within twelve months of such termination of this Agreement, Company shall enter into a definitive agreement with respect to any Competing Transaction or any Competing Transaction involving Company shall be consummated concurrently with the consummation of such Competing Transaction, then Company shall (subject to Section 9.05(e)) pay to Parent an amount in cash equal to the Termination Fee. (d) In the event that Parent shall terminate this Agreement by Company pursuant to Section 9.01(g)9.01(d)(i) and (A) prior to such termination there shall have not existed or have been proposed a Competing Transaction with respect to Company and (B) Xxxxxxxxx Xxxxxxxx has withdrawn the BRS Fairness Opinion, Parent then within 30 days after such termination, Company shall pay to Company Parent an amount equal to all the Termination Fee plus Parent's Expenses; provided, however, that no more than $5,000,000 of Company's Expenses the Termination Fee need be paid in cash, any non-cash portion of the Termination Fee to be paid by means of the issue by Company to Parent of that number of shares of Company Common Stock (payable promptly upon receipt the "Termination Shares") equal to the quotient of a written statement thereof from Company)the amount of such non-cash portion and $93.25. Parent and Company agree that the provisions of Section 8 of the Option Agreement shall be applicable to the Termination Shares as if they were issued to Parent pursuant thereto. (e) In the event the Termination Fee is payable pursuant to Section 9.05(b)(ii) or Section 9.05 (c) as a result of the impending consummation of a Competing Transaction solely described by clause (iii) of the definition of such term, then Company need not pay the Termination Fee (or, in the case of Section 9.05(b)(ii), reimburse Parent's Expenses) if Company offers Parent, at Company's sole discretion, either (i) the right to also enter into a license, joint venture or other arrangement with Company on the same terms and conditions as such Competing Transaction, subject only to terms and conditions that may be necessary to prevent Parent from having access to data of the party with which Company is consummating such Competing Transaction (the "JV Party") (in which case similar terms preventing the JV Party from having access to Parent's data must be imposed on the JV Party as part of the Competing Transaction) or (ii) a right of first refusal to enter into a license, joint venture or other arrangement with Company, to the exclusion of the JV Party, on the same terms and conditions as such Competing Transaction, either of which rights must be available for exercise by Parent for at least 15 Business days. (f) Parent and Company agree that the agreements contained in Section 9.05(b), Section 9.05(c), Section 9.05(d) or Section 9.05(e) above are an integral part of the transactions transaction contemplated by this Agreement, Agreement and that, without these agreements, Parent would constitute liquidated damages and not enter into this Agreement or the Shareholders Agreementsa penalty. Accordingly, if Company fails to pay to Parent any amounts due under Section 9.05(b), Section 9.05(c), Section 9.05(d) or Section 9.05(e), Company shall pay the fees and expenses (including legal fees and expenses) in connection with any action, including the filing of any lawsuit of other legal action, taken to collect payment, together with interest on such amounts at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. (dg) In the event that the Company properly terminates shall terminate this Agreement pursuant to Section 9.01(g), in addition to any other claims then Parent shall promptly reimburse Company for damages or expenses the Company's Expenses. (h) Neither Company may commence against Parent or one of its Affiliates, nor Parent shall be specifically obligated entitled to reimburse Company reimbursement for its Expenses hereunder in excess of $2,500,000 in the termination fee due from Company to DoubleClick, not to exceed $8.6 million, if such termination fee has not already been paid by Parent or one of its Affiliatesaggregate.