Common use of Termination Fees and Expenses Clause in Contracts

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 equal to $2.5 million plus all of Parent's Expenses, as evidenced by reasonable documentation, up to an aggregate of $1.0 million; provided, however, that, in the event both Cereus and Parent 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. (e) Any payment required to be made pursuant to this Section 8.5 shall be made not later than the date of the entry into an agreement referred to therein and two business days after delivery to the paying party of notice of demand for payment and shall be made by wire transfer of immediately available funds to an account designated by the other Company in the notice of demand for payment delivered pursuant to this Section 8.5(c). In no event shall either Company be entitled to collect amounts pursuant to this Section 8.5 relating to more than one specified event. (f) Except to the extent provided in the Bridge Facility, the fees set forth in this Section 8.5 shall constitute the sole and exclusive remedy for any loss, liability, damage or claim arising out of or in connection with any nonperformance of a covenant, breach, failure of a condition precedent or termination of this Agreement.

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 45 47 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 equal to $2.5 million plus all of Parent's Expenses, as evidenced by reasonable documentation, up to an aggregate of $1.0 million; provided, however, that, in the event both Cereus and Parent 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. (e) Any payment required to be made pursuant to this Section 8.5 shall be made not later than the date of the entry into an agreement referred to therein and two business days after delivery to the paying party of notice of demand for payment and shall be made by wire transfer of immediately available funds to an account designated by the other Company in the notice of demand for payment delivered pursuant to this Section 8.5(c). In no event shall either Company be entitled to collect amounts pursuant to this Section 8.5 relating to more than one specified event. (f) Except to the extent provided in the Bridge Facility, the fees set forth in this Section 8.5 shall constitute the sole and exclusive remedy for any loss, liability, damage or claim arising out of or in connection with any nonperformance of a covenant, breach, failure of a condition precedent or termination of this Agreement.

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 -42- 47 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 equal to $2.5 million plus all of Parent's Expenses, as evidenced by reasonable documentation, up to an aggregate of $1.0 million; provided, however, that, in the event both Cereus and Parent 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. (e) Any payment required to be made pursuant to this Section 8.5 shall be made not later than the date of the entry into an agreement referred to therein and two business days after delivery to the paying party of notice of demand for payment and shall be made by wire transfer of immediately available funds to an account designated by the other Company in the notice of demand for payment delivered pursuant to this Section 8.5(c). In no event shall either Company be entitled to collect amounts pursuant to this Section 8.5 relating to more than one specified event. (f) Except to the extent provided in the loan agreements executed pursuant to the Bridge Facility, the fees set forth in this Section 8.5 shall constitute the sole and exclusive remedy for any loss, liability, damage or claim arising out of or in connection with any nonperformance of a covenant, breach, failure of a condition precedent or termination of this Agreement.

Termination Fees and Expenses. (a) In the event that Cereus Telemate shall terminate this Agreement pursuant to (Ai) Section 8.1(g); (ii) Section 8.1(f)(i); (Biii) Section 8.1(d); or (Civ) Section 8.1(b) and at the time of any such termination pursuant to subpart (A), (B) or (Civ) 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 Telemate an amount equal to $5.0 4.0 million plus all of CereusTelemate's Expenses, as evidenced by reasonable documentation, up to an aggregate of $1.0 million, promptly after demand for payment is made to Parent and, in the case of subpart (iv) hereof, after the execution and delivery of such agreement or the consummation of such Competing Transaction; provided, however, that, in the event both Parent and Telemate would otherwise be entitled to payments under this Section 8.5 in connection with the termination of this Agreement pursuant to both -45- 50 Sections 8.1(f)(i) and (f)(ii), neither party shall be required to make any payment under this Section 8.5. (b) In the event that Parent shall terminate this Agreement pursuant to (Ai) Section 8.1(h); (ii) Section 8.1(f)(ii); (Biii) Section 8.1(e); or (Civ) Section 8.1(b) and at the time of any such termination pursuant to subpart (A), (B) or (Civ) hereof there shall exist or be proposed a Competing Transaction with respect to Cereus Telemate and, within 12 months thereafter, Cereus Telemate shall enter into a definitive agreement with respect to any Competing Transaction or any Competing Transaction shall be consummated, then Cereus Telemate shall pay to Parent an amount equal to $5.0 4.0 million plus all of Parent's Expenses, as evidenced by reasonable documentation, up to an aggregate of $1.0 million, promptly after demand for payment is made to Telemate and, in the case of subpart (iv) hereof, 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 equal to $2.5 million plus all of Parent's Expenses, as evidenced by reasonable documentation, up to an aggregate of $1.0 million; provided, however, that, in the event both Cereus Telemate and Parent 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)(i8.1(f)(i) and (f)(ii), neither party shall be required to make any payment under this Section 8.5. (ec) Any payment required to be made pursuant to this Section 8.5 shall be made not later than the date of the entry into an agreement referred to therein and two business days after delivery to the paying party of notice of demand for payment and the execution of a definitive agreement relating to a Competing Transaction, as the case may be, and shall be made by wire transfer of immediately available funds to an account designated by the other Company in the notice of demand for payment delivered pursuant to this Section 8.5(c). In no event shall either Company be entitled to collect amounts pursuant to this Section 8.5 relating to more than one specified event. (fd) Except to the extent provided in the Bridge Facility, the The fees set forth in this Section 8.5 shall constitute the sole and exclusive remedy for any loss, liability, damage or claim arising out of or in connection with any nonperformance of a covenant, breach, failure of a condition precedent or termination of this Agreement. (e) Each of the parties acknowledge that the agreements contained in Section 8.5 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the other party would not enter into this Agreement; accordingly, if either of the parties fails to pay in a timely manner the amounts due pursuant to Section 8.5 and, in order to obtain such payment, the other party makes a claim that results in a judgment against the first party for the amounts set forth in this Section 8.5, the first party shall pay the other party its costs and expenses (including attorney's fees and expenses) in connection with such suit, together with interest on the applicable amounts at the prime rate of PNC in effect on the date such payment was required to be made.