AMENDED AND RESTATED SALE AND LICENSE AGREEMENTSale and License Agreement • January 24th, 2006 • Smith & Wollensky Restaurant Group Inc • Retail-eating places • New York
Licensee shall have the unilateral right to terminate this Agreement and the License granted hereby for any reason whatsoever or for no reason by giving not less than thirty (30) days’ prior notice thereof to Licensor, provided such termination shall not be deemed effective unless and until Licensee shall have complied with subsections (aa) through (dd) above and paid to Licensor the Termination Fee. For purposes hereof, the “Termination Fee” shall be an amount equal to Two Million ($2,000,000) Dollars if Licensee shall pay such amount to Licensor by the termination date; provided, however, that Licensee shall have the right to pay the Termination Fee in installments over a four (4) year period and if it shall so elect to pay the Termination Fee in installments, then (x) the Termination Fee shall be an amount equal to Two Million Five Hundred Thousand ($2,500,000) Dollars, (y) Licensee shall notify Licensor of such election in Licensee’s termination notice, and (z) the Termination Fee
