Termination Fees and Expenses Sample Clauses

Termination Fees and Expenses. (a) If this Agreement is terminated by Buyer pursuant to Section 8.01(d), then the Company shall pay to Buyer a sum of US$12,500,000 (the “Company Termination Fee”) by wire transfer of same-day funds within two business days following the date of such termination of this Agreement. (b) If this Agreement is terminated by the Company pursuant to Section 8.01(f), then the Company shall pay to Buyer the Company Termination Fee by wire transfer of same-day funds within two business days following the date of such termination of this Agreement. (c) If (i) after the date of this Agreement but prior to the date of termination of this Agreement, an Acquisition Proposal shall have become publicly known and not withdrawn prior to the termination of this Agreement, (ii) thereafter, this Agreement is terminated (A) by Buyer or the Company pursuant to Section 8.01(b), or (B) by Buyer pursuant to Section 8.01(h) and (iii) within 12 months after such termination, the Company enters into a definitive agreement providing for any transaction contemplated by any Acquisition Proposal (regardless of when made) (which transaction is thereafter consummated) or consummates any Acquisition Proposal (regardless of when made), then, in any such case, the Company shall pay to Buyer the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated. Solely for purposes of this Section 8.03(c), the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.01, except that all references to 25% therein shall be deemed to be references to 50%; provided that notwithstanding anything to the contrary in this Section 8.03(c), the Company Termination Fee shall not be payable if the Nonclearance Termination Fee is payable by Buyer to the Company pursuant to the terms of Section 8.03(h). (d) If this Agreement is terminated by the Company or Buyer pursuant to Section 8.01(e), then Buyer shall pay to the Company a sum of US$30,000,000 (a “Buyer Fee” and the “Buyer Termination Fee”) by wire transfer of same-day funds as promptly as reasonably practicable (and, in any event, within two business days following the date of termination of this Agreement). (e) If (i) this Agreement is terminated by the Company pursuant to Section 8.01(g) due to a Knowing and Material Breach of this Agreement by Buyer or Parent, (ii) all Offer Conditions (other than the conditions specified in clauses (ii) or (iii) of the first paragraph of Annex I) have ...

Termination Fees and Expenses. (a) The Company agrees that (i) in the event this Agreement is terminated by Parent pursuant to Section 9.01(d), or by the Company pursuant to Section 9.01(c)(iii) or Section 9.01(c)(iv), the Company shall pay the Termination Fee to Parent or its designee, but in any event within five (5) Business Days after the date of such termination, by wire transfer of same day funds to one or more accounts designated by Parent or its designee (it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion); or (ii) in the event that (x) this Agreement is terminated by either Parent or the Company pursuant to Section 9.01(b)(i) or Section 9.01(b)(iii) and (y) within twelve (12) months after such termination, the Company consummates a Competing Transaction or enters into a definitive agreement for a Competing Transaction (provided that for purposes of this Section 9.03(a), all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”), the Company shall pay the Termination Fee to Parent or its designee by wire transfer of same day funds to one or more accounts designated by Parent or its designee within five (5) Business Days following the consummation of such Competing Transaction or the entry by the Company into such definitive agreement for such Competing Transaction; it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. (b) Parent agrees that in the event that this Agreement is terminated by the Company pursuant to Section 9.01(c)(i) or Section 9.01(c)(ii), then Parent shall promptly, but in no event later than five(5) Business Days after the date of such termination, pay or cause to be paid to the Company or its designees the Parent Termination Fee by wire transfer of same day funds (it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion). (c) Except as set forth in this Section 9.03, all Expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such Expenses, whether or not the Merger or any other Transaction is consummated. (d) The Company and Parent acknowledge that (i) the agreements contained in this Section 9.03 are an integral part of the Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where a Termination Fee or Parent Term...

Termination Fees and Expenses. (a) In the event that: (i) (A) one or more of the conditions set forth in Section 7.1(c) or Section 7.1(d) has not been satisfied, in each case, as a result of (x) an Order of a Governmental Body issued with respect to an Applicable Antitrust Law or (y) a failure to obtain the approvals of the applicable Governmental Bodies, or a failure of any applicable waiting periods to have expired or terminated, in each case, as required under the Applicable Antitrust Laws by the End Date, (B) all of the other conditions set forth in Sections 7.1(a), 7.1(b), 7.1(c) (excluding any Order by a Governmental Body with respect to the Applicable Antitrust Laws, any other Antitrust Law or CFIUS) and 7.1(e) have been satisfied (other than the conditions that by their terms are to be satisfied at the Closing but which conditions would be satisfied if the Closing Date were the date of termination of this Agreement) and (C) this Agreement is terminated by either the Company or Parent pursuant to Section 9.2(a) or Section 9.2(c); or (ii) this Agreement is terminated by the Company pursuant to Section 9.2(e) or Section 9.2(f); then, in each case, Parent shall pay, or cause to be paid, to the Company or its designee an amount equal to $150,000,000 (“Parent Termination Fee One”) as promptly as possible (but in any event within two (2) Business Days after such termination), by wire transfer of immediately available funds. (b) In the event that (A) one or more of the conditions set forth in Section 7.1(c) or Section 7.1(d) has not been satisfied, in each case, as a result of (x) an Order of a Governmental Body issued with respect to an Antitrust Law (other than the Applicable Antitrust Laws), (y) a failure to obtain the approvals of the applicable Governmental Bodies, or a failure of any applicable waiting periods to have expired or terminated, in each case, as required under the Antitrust Laws (other than the Applicable Antitrust Laws) by the End Date, or (z) a Deemed CFIUS Order or a failure to obtain CFIUS Clearance by the End Date, (B) all of the other conditions set forth in Section 7.1 have been satisfied (other than the conditions that by their terms are to be satisfied at the Closing but which conditions would be satisfied if the Closing Date were the date of termination of this Agreement) and (C) this Agreement is terminated by either the Company or Parent pursuant to Section 9.2(a) or Section 9.2(c), then Parent shall pay, or cause to be paid, to the Company or its designee ...

Termination Fees and Expenses. (a) In the event that Cereus shall terminate this Agreement pursuant to (A) Section 8.1(f)(i); (B) Section 8.1(d); or (C) Section 8.1(b) and at the time of any such termination pursuant to subpart (A), (B) or (C) hereof there shall exist or be proposed a Competing Transaction with respect to Parent and, within 12 months thereafter, Parent shall enter into a definitive agreement with respect to any Competing Transaction or any Competing Transaction shall be consummated, then Parent shall pay to Cereus an amount equal to $5.0 million plus all of Cereus's Expenses, as evidenced by reasonable documentation, up to an aggregate of $1.0 million, promptly after the execution and delivery of such agreement or the consummation of such Competing Transaction. (b) In the event that Parent shall terminate this Agreement pursuant to (A) Section 8.1(f)(ii); (B) Section 8.1(e); or (C) Section 8.1(b) and at the time of any such termination pursuant to subpart (A), (B) or (C) hereof there shall exist or be proposed a Competing Transaction with respect to Cereus and, within 12 months thereafter, Cereus shall enter into a definitive agreement with respect to any Competing Transaction or any Competing Transaction shall be consummated, then Cereus shall pay to Parent an amount equal to $5.0 million plus all of Parent's Expenses, as evidenced by reasonable documentation, up to an aggregate of $1.0 million, promptly after the execution and delivery of such agreement or the consummation of such Competing Transaction. (c) In the event that Cereus shall terminate this Agreement pursuant to Section 8.1(g) or Section 8.1(f)(i) and Parent is not otherwise entitled to payment pursuant to Section 8.5(a), then Parent shall pay to Cereus within two business days after such termination an amount equal to $2.5 million plus all of Cereus's Expenses, as evidenced by reasonable documentation, up to an aggregate of $1.0 million; provided, however, that, in the event both Parent and Cereus would otherwise be entitled to payments under this Section 8.5 in connection with the termination of this Agreement pursuant to both Sections 8.5(f)(i) and (f)(ii), neither party shall be required to make any payment under this Section 8.5. (d) In the event that Parent shall terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(f)(ii) and Cereus is not otherwise entitled to payment pursuant to Section 8.5(b), then Cereus shall pay to Parent within two business days after such termination an amount e...

Termination Fees and Expenses. If the Parties terminate this Agreement pursuant to Section 6.1, then each Party shall bear its out-of-pocket expenses incurred in connection with the negotiation and execution of this Agreement.

Termination Fees and Expenses. (a) As a condition to the willingness of Patriot and Wyndham to enter into this Agreement and to compensate Patriot and Wyndham for entering into this Agreement, taking action to consummate the transactions hereunder and incurring the costs and expense related thereto, each of Patriot and Wyndham agree as follows: (i) Wyndham shall deposit with the escrow agent an amount in cash equal to $30,000,000 (the "Section 10.3(a)(i) Amount") in accordance with and subject to the provisions of Section 10.1(g) and Section 10.1(h). (ii) If Patriot or Wyndham shall have terminated this Agreement pursuant to Section 10.1(d), then Patriot shall pay to Wyndham an amount in cash equal to $25,000,000, provided that in the case of such termination by Wyndham, such amount shall be payable only if Wyndham is not in material breach at the time of termination of this Agreement (which breach has continued for more than 30 days after notice or cannot reasonably be expected to be cured within such period (unless such breach was caused by or resulted from a breach of this Agreement by Patriot)). (iii) If Wyndham shall have terminated this Agreement pursuant to Section 10.1(j), then Patriot shall pay to Wyndham an amount in cash equal to $50,000,000. (iv) If (A) Patriot or Wyndham shall have terminated this Agreement pursuant to Section 10.1(e) due to the failure of any required approval of the stockholders of Patriot or BMOC, or (B) Wyndham shall have terminated this Agreement pursuant to Section 10.1(m), then Patriot shall pay Wyndham an amount in cash equal to Wyndham's documented out-of-pocket fees and expenses ("Expenses") actually incurred by it prior to such termination in connection with this Agreement and the transactions contemplated hereby, including, without limitation, fees and expenses of accountants, attorneys and investment bankers; provided that the aggregate amount of Expenses required to be reimbursed pursuant to this Section 10.3(a)(iv) shall not exceed $7,000,000, and provided, further, that in the case of such a termination by Wyndham, such amount shall be payable only if Wyndham is not in material breach at the time of termination of this Agreement (which breach has continued for more than 30 days after notice or cannot reasonably be expected to be cured within such period (unless such breach was caused by or resulted from a breach of this Agreement by Patriot)). (b) Any payment required to be paid by Patriot to Wyndham pursuant to this Section 10.3 shall be pa...

Termination Fees and Expenses. The Merger Agreement further provides that, upon termination of the Merger Agreement under certain circumstances: • Physicians Realty Trust may be obligated to pay a termination fee to Healthpeak of $111.0 million; • Healthpeak may be obligated to pay a termination fee to Physicians Realty Trust of $365.0 million; and • each party may be obligated to pay the other party up to $20.0 million for reimbursement of expenses.

Termination Fees and Expenses. An adverse outcome in any litigation or other legal proceedings relating to the Merger Agreement, or the transactions contemplated thereby, could have a material adverse impact on the businesses of Healthpeak and Physicians Realty Trust and their ability to consummate the transactions contemplated by the Merger Agreement.

Termination Fees and Expenses. The Merger Agreement contains provisions that could discourage a potential competing acquiror of either Healthpeak or Physicians Realty Trust or could result in any competing proposal being at a lower price than it might otherwise be.

Termination Fees and Expenses. (a) Termination (b) Effect of Termination (c) Fees and Expenses