Termination Fees. (a) In the event that this Agreement is terminated: (i) by Parent pursuant to Section 7.1(d)(i) or (ii) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%.
(b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then con...
Termination Fees. It will take time for your local utility company to cancel your XOOM account. During that time you agree to pay for the Energy you consume that is supplied by XOOM. In addition, you must also pay us any outstanding payment obligations you have incurred under this Contract that remain unpaid, including related wire service, distribution and administration fees, and all applicable Taxes up to the termination date. If you do not pay us the amounts owing by the date indicated, we will charge you the Late Payment Charge.
Termination Fees. (a) If:
(i) Weyerhaeuser terminates this Agreement pursuant to Section 11.01(c)(ii); or
(ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a).
(b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the...
Termination Fees. In the event that this Agreement is terminated with respect to, or by, the Advisor pursuant to this Section 8 or the Company allocates the Allocated Assets to Other Advisors, the Advisor shall be entitled to, and the Company shall pay, the Management Fee and the Incentive Fee, if any, which shall be computed (i) with respect to the Management Fee, on a pro rata basis, based upon the portion of the month for which the Advisor had the Allocated Assets under management and (ii) with respect to the Incentive Fee, if any, as if the effective date of termination was the last day of the then current calendar quarter. The rights of the Advisor to fees earned through the earlier to occur of the date of expiration or termination shall survive this Agreement until satisfied.
Termination Fees. (a) Subject to, at any time following the Petition Date, entry of the Approval Order, if this Agreement is terminated pursuant to (i) Section 7.1(d)(i) or (ii) Section 7.1(c)(ii) or Section 7.1(d)(iii), then the Issuer and RAG shall be jointly and severally obligated to pay liquidated damages in an amount equal to Ten Million Dollars ($10,000,000) (the “Break-Up Fee”) to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination.
(b) Subject to, at any time following the Petition Date, entry of the Approval Order, if (i) this Agreement is terminated by either the Issuer or the Investor pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iv), (ii) prior to such termination an Alternative Transaction Proposal shall have been communicated to the Issuer or publicly announced, and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of such termination, then the Issuer and RAG shall be jointly and severally obligated to pay the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination.
(c) Payment of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination in the case of termination by the Issuer pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day after the date of such termination in the case of termination by the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii), and (iii) on the same day as the closing of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following ap...
Termination Fees. (i) In the event that Parent terminates this Agreement pursuant to Section 8.1(d) or Section 8.1(e), the Company shall pay to Parent, within two (2) Business Days of such termination, the Termination Fee and the Parent Expenses.
(ii) In the event that the Company terminates this Agreement pursuant to Section 8.1(c) the Company shall, simultaneously with such termination, pay to Parent the Termination Fee and Parent Expenses;
(iii) In the event that: (A) (i) following the date hereof and prior to the termination of this Agreement, there has been disclosure publicly or to any member of the Board of Directors or any officer of the Company of an Acquisition Proposal (for purposes of this subsection, substituting 50% for the 10% threshold set forth in the definition of Acquisition Proposal) (the "Alternative Acquisition") and, if it has not been disclosed publicly, (ii) only if such Acquisition Proposal was not withdrawn at or prior to the time of the Company Shareholder Meeting, (B) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b)(i), Section 8.1(b)(ii) or Section 8.1(b)(iv) and (C) within twelve (12) months of such termination, the Company enters into a definitive agreement with such third party (or any Affiliate thereof) to consummate, or consummates, such Alternative Acquisition (as may be amended or supplemented), then the Company shall, concurrently with the consummation of the Acquisition Proposal, pay to Parent the Termination Fee and the Parent Expenses;
(iv) In the event that Parent or the Company terminates this Agreement pursuant to Section 8.1(b)(ii), then if, at or prior to such time, Parent would have the right to a Termination Fee pursuant to clause (i) above (provided that in the event of a right to a Termination Fee due to termination under Section 8.1(d), Parent provided to the Company notice with respect to its alleged breach of Section 6.5 as soon as reasonably practicable after learning of such breach), the Company shall pay to Parent, within two (2) Business Days of such termination, the Termination Fee and the Parent Expenses; and
(v) In the event that the Company terminates this Agreement pursuant to Section 8.1(b)(ii), the Company shall pay to Parent, within ten (10) Business Days of such termination, the Parent Expenses but no more than US$200,000.
Termination Fees. (a) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee substantially concurrently with the termination of this Agreement.
(b) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee within two (2) Business Days of such termination.
(c) In the event that (i) this Agreement is terminated (A) by Parent or the Company pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or (B) by Parent pursuant to Section 7.1(c)(i) (solely with respect to a breach or failure to perform a covenant), (ii) a Takeover Proposal shall have been publicly disclosed or made to the Company after the date hereof and not publicly withdrawn (x) in the case of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i), prior to the date of such termination, or (y) in the case of termination pursuant to Section 7.1(b)(iii), prior to the date of the Company Shareholders Meeting, and (iii) within twelve (12) months of the date this Agreement is terminated, the Company enters into a Company Acquisition Agreement or consummates a Takeover Proposal (provided that for purposes of clause (iii) of this Section 7.3(c), the references to “15%” in the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee on the earlier of the date of entry into such Company Acquisition Agreement and the date of consummation of such transaction.
(d) For purposes of this Agreement, “Company Termination Fee” shall mean an amount equal to $103,000,000.
Termination Fees. (a) If:
(i) this Agreement is terminated pursuant to (A) Section 9.1(c)(ii) (Violation of No Solicitation), (B) Section 9.1(c)(iii) (Failure to Recommend or Change in Recommendation) or (C) Section 9.1(b)(iii) (No Company Stockholder Approval) if Parent has the right to terminate this Agreement pursuant to (1) Section 9.1(c)(ii) (Violation of No Solicitation) or (2) Section 9.1(c)(iii) (Failure to Recommend or Change in Recommendation) at the time of such termination of this Agreement; or
(ii) (A) this Agreement is terminated pursuant to Section 9.1(b)(i) (Outside Date), Section 9.1(b)(iii) (No Company Stockholder Approval) or Section 9.1(c)(i) (Breach by the Company), (B) (1) in the case of a termination pursuant to Section 9.1(b)(i) (Outside Date) or Section 9.1(c)(i) (Breach by the Company), a Takeover Proposal shall have been made to the Board of Directors of the Company or become publicly known, and not withdrawn, prior to the date of such termination, or (2) in the case of a termination pursuant to Section 9.1(b)(iii) (No Company Stockholder Approval), a Takeover Proposal shall have been made to the Board of Directors of the Company or become publicly known, and not publicly withdrawn, prior to the date of the Company Stockholders Meeting, and (C) within 12 months of such termination, the Company enters into a definitive agreement with any third party to consummate, or consummates, a Takeover Proposal; then the Company shall pay, or cause to be paid, to Parent, by wire transfer of immediately available funds, an amount equal to $18,340,000 (the “Company Termination Fee”) (x) in the case of termination pursuant to clause (i) above, within two Business Days of the date of termination and (y) in the case of termination pursuant to clause (ii) above, within two Business Days of the date of the first to occur of (I) the execution of a definitive agreement relating to a Takeover Proposal and (II) consummation of a transaction relating to a Takeover Proposal; provided that, solely for purposes of this Section 9.3(a), the term “Takeover Proposal” shall have the meaning ascribed thereto in Section 7.5(f) (Company No Solicitation), except that all references to 15% shall be changed to 50%.
(b) If:
(i) this Agreement is terminated pursuant to (A) Section 9.1(d)(ii) (Violation of Parent No Solicitation), (B) Section 9.1(d)(iii) (Parent Change in Recommendation) or (C) Section 9.1(b)(iv) (No Parent Stockholder Approval) if the Company has the right to terminate t...
Termination Fees. Except as provided in Sections 14.01, 14.02, 16.04, 16.05, and 16.07, Operator shall not be entitled to a termination fee or compensation in the event this agreement is terminated for a Hotel or Hotels by Lessee.
Termination Fees. If you are receiving the Recovery Act Basic Plan and terminate the Internet Service within the first 30 days following activation, you will not be charged a penalty or termination fee, but you must return your Equipment as set forth in the Lease Addendum. If you are receiving the Recovery Act Basic Plan and terminate the Internet Service after the first 30 days following activation but before completion of the Minimum Service Term or if you are receiving any of the other Recovery Act Plans and terminate Internet Service at any time following activation but before completion of the Minimum Service Term, you will be required to pay a termination fee equal to the number of months left in your Minimum Service Term multiplied by $20.00.
