Expenses; Termination Fee Clause Samples
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Expenses; Termination Fee. (a) Except as set forth in Section 5.5 and this Section 7.3 or as otherwise provided herein, all fees and expenses incurred in connection with this Agreement and the Merger will be paid by the Party incurring such fees and expenses whether or not the Offer and the Merger are consummated. For the avoidance of doubt, Parent or the Surviving Corporation will be responsible for all fees and expenses of the Paying Agent.
Expenses; Termination Fee. (a) Except as provided in this Section 5.3, all fees and expenses incurred by the parties in connection with this Agreement and the Transactions shall be borne solely and entirely by the party that incurred such fees and expenses, irrespective of whether or not the Transactions are consummated. In the event that this Agreement is terminated by (i) the Company pursuant to Section 5.1(c)(ii) hereof, or (ii) by Purchaser pursuant to Section 5.1(d) hereof as a result of the existence of the conditions set forth in paragraph (e) or (g) of Annex A hereto, then in any such event, the Company shall pay to Purchaser a termination fee equal to 5% of the purchase consideration that would have been paid in the Offer if the Maximum Amount had been tendered (the "Termination Fee") plus Expenses as defined in Section 5.3(d).
(b) The payment of the Termination Fee required to be made pursuant to Section 5.3(a) shall be made to Purchaser promptly following termination of this Agreement (and in any event not later than two business days after delivery to the Company of notice of demand for payment); and the payment of Expenses shall be made to Purchaser not later than two business days after delivery to the Company of an itemization setting forth in reasonable detail all Expenses of Purchaser (which itemization may be supplemented and updated from time to time by such party until the 60th day after such party delivers such notice of demand for payment). All such payments shall be made by wire transfer of immediately available funds to an account to be designated by Purchaser.
(c) In the event that the Company shall fail to pay the Termination Fee and/or Expenses required pursuant to this Section 5.3 when due, such fee and/or Expenses, as the case may be, shall accrue interest for the period commencing on the date such fee and/or Expenses, as the case may be, became past due, at a rate equal to the rate of interest publicly announced by Citibank from time to time, in the City of New York, as such bank's Prime Lending Rate. In addition, if the Company shall fail to pay such fee and/or Expenses, as the case may be, when due, the Company shall also pay to Purchaser all of Purchaser's costs and expenses (including attorneys' fees) in connection with efforts to collect such fee and/or Expenses, as the case may be. The Company acknowledges that the Termination Fee, Expenses and the other provisions of this Section 5.3 are an integral part of the Transactions and that, without thes...
Expenses; Termination Fee. (a) Subject to the provisions of Section 7.01(b) hereof, each party hereto shall bear and pay all costs and expenses incurred by it in connection with the transactions contemplated by this Agreement, including fees and expenses of its own financial consultants, accountants and counsel, provided, however, that in the event of a willful breach of any representation, warranty, covenant or agreement contained in this Agreement, the non-breaching party may pursue any remedy available at law or in equity to enforce its rights and shall be paid by the breaching party for all damages, costs and expenses, including without limitation legal, accounting, investment banking and printing expenses, incurred or suffered by the non-breaching party in connection herewith or in the enforcement of its rights hereunder.
(b) Notwithstanding any provision in this Agreement to the contrary, in order to induce ESB to enter into this Agreement and as a means of compensating ESB for the substantial direct and indirect monetary and other damages and costs incurred and to be incurred in connection with this Agreement in the event the transactions contemplated hereby do not occur as a result of a Termination Event (as defined herein), PHSB agrees to pay ESB, and ESB shall be entitled to payment of, a fee (the “Fee”) of $3.5 million upon the occurrence of a Termination Event so long as the Termination Event occurs prior to a Fee Termination Event (as defined herein). The parties hereto acknowledge that the actual amount of such damages and costs would be impracticable or extremely difficult to determine, and that the sum of $3.5 million constitutes a reasonable estimate by the parties under the circumstance existing as of the date of this Agreement of such damages and costs. Such payment shall be made to ESB in immediately available funds within five business days after the occurrence of a Termination Event. A Fee Termination Event shall be the first to occur of the following: (i) the Effective Time, (ii) 12 months after termination of this Agreement in accordance with its terms following the first occurrence of a Preliminary Termination Event (as defined herein), (iii) termination of this Agreement in accordance with the terms hereof prior to the occurrence of a Termination Event or a Preliminary Termination Event (other than a termination of this Agreement by ESB pursuant to Section 6.01(d) hereof as a result of a willful breach of any representation, warranty, covenant or agreement ...
Expenses; Termination Fee. (a) Except as otherwise provided in this Section 7.3, all fees and expenses incurred by the parties hereto shall be borne solely by the party hereto that has incurred such fees and expenses. For the sake of clarity, the cost of preparing printing, and mailing the Proxy Statement and the preliminary proxy statement shall be borne by the Company.
(b) In the event that (i) this Agreement is terminated pursuant to Section 7.1(c)(i) or 7.1(d)(i) or (ii) the Termination Fee is due and payable to Parent pursuant to the circumstances described in Section 7.3(c), then the Company shall promptly pay Parent an amount equal to all reasonably documented out-of-pocket fees and expenses incurred by Parent and Merger Sub in connection with this Agreement and the transactions contemplated hereby (not to exceed $1,000,000 in the aggregate).
(c) In the event that: (i) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and thereafter this Agreement is terminated pursuant to Section 7.1(c)(i) or 7.1(d)(i) hereof, and within one (1) year of such termination, the Company enters into a legally binding agreement or series of agreements for the sale of more than 50% of its capital stock or assets to one or more third parties other than Parent or its Subsidiaries; (ii) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii) or is terminated by the Company pursuant to Section 7.1(c)(ii), or (iii) the Company terminates or materially breaches this Agreement in order to accept any Takeover Proposal, then the Company shall pay to Parent within one (1) Business Day of such termination (or in the case of subclause (c)(i) upon the entry of such agreements or series of agreements), a termination fee equal to $10,500,000 (the “Termination Fee”), payable by wire transfer of same day funds. The Company acknowledges that the agreements contained in this Section 7.3(c) are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Parent and Merger Sub would not enter into this Agreement. The fee arrangement contemplated hereby shall be paid pursuant to this Section 7.3(c) regardless of any alleged breach by Parent of its obligations hereunder; provided that no payment made by the Company pursuant to this Section 7.3 shall operate or be construed as a w...
Expenses; Termination Fee. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated.
(b) In the event that:
(i) this Agreement is terminated by the Company pursuant to Section 8.1(f);
(ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)); or
(iii) (A) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(e) (but, in the case of a termination by the Company, only if at the time this Agreement is terminated (1) Parent had the right to terminate this Agreement pursuant to Section 8.1(e) or Section 8.1(g) or (2) there has been a breach or failure to perform that could have given rise, with notice or the passage of time, to the right to terminate this Agreement pursuant to Section 8.1(g))) or Section 8.1(g), (B) any Person shall have publicly disclosed an Acquisition Proposal (or, if this Agreement is terminated pursuant to Section 8.1(g) (or, at the time this Agreement is terminated, there has been a breach or failure to perform that has given rise or could have given rise, with notice or the passage of time, to the right to terminate this Agreement
Expenses; Termination Fee. (a) Except as provided in Section 8.3(b) and 8.3 (c) of this Agreement, all fees and expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such fees and expenses.
(b) If:
(i) (x) Parent or Purchaser terminates this Agreement pursuant to Section 8.1(c), 8.1(i) or 8.1(k), or the Company terminates this Agreement pursuant to Section 8.1(d), in either case, in circumstances when, prior to such termination any third party shall have acquired beneficial ownership of 20% or more of the outstanding shares of Company Common Stock (or any person or group with a Schedule 13D or 13G on file with the SEC (including the shareholders party to the Tender and Option Agreement except as expressly permitted in that agreement) shall have acquired beneficial ownership of additional shares of any class or series of capital stock of the Company (including Company Common Stock), through the acquisition of stock, the formation of a group or otherwise, which together with the shares of capital stock of the Company previously beneficially owned by such person or group, constitutes 20% or more of any such class or series, or shall have been granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of additional shares of any class or series of capital stock of the Company (including the Company Common Stock) which together with the shares of capital stock of the Company previously beneficially owned by such person or group, constitutes 20% or more of any such class or series (it being understood that the execution of the Tender and Option Agreement by the Company shareholders that are parties thereto and the performance of their obligations thereunder shall not, in itself, be deemed to constitute such an acquisition of beneficial ownership triggering this provision)) or shall have made or consummated or announced an intention to make or consummate an Acquisition Proposal (or with respect to any proposal that may be existing on the date hereof, not withdrawn such Acquisition Proposal) or (y) Parent or Purchaser terminates this Agreement pursuant to Section 8.1(g), and, in any such case described in clauses (x) or (y) in this Section 8.3(b)(i), within 12 months after such termination the Company or any of its subsidiaries enters into or publicly announces an intention to enter into a definitive agreement with respect to an Acquisition Proposal, or consummates or publicly announces an intention to...
Expenses; Termination Fee. (a) Except as set forth in this Section 9.3, all fees and expenses incurred in connection with this Agreement and the Merger will be paid by the Party incurring such fees and expenses whether or not the Merger is consummated, except that the expenses incurred in connection with filing, printing and mailing the Joint Proxy Statement/Prospectus and the From S-4 which shall be shared equally by Parent and the Company. For the avoidance of doubt, Parent or the Surviving Entity will be responsible for all fees and expenses of the Exchange Agent. In addition, Parent will pay or cause to be paid (i) fees and expenses of Company counsel incurred in connection with the Transaction, and (ii) all transfer, stamp and documentary Taxes or fees arising out of or in connection with entering into this Agreement and the consummation of the Merger.
(b) If (A) (1) this Agreement is validly terminated by Parent or the Company, pursuant to Sections 9.1 (d) or (e), then the Parent or the Company, as the case may be, shall reimburse the terminating Party for their reasonable documented out of pocket expenses, including all fees and expenses of counsel, financial advisors and accountants, actually incurred in connection with this Agreement and the Contemplated Transactions, in amount not to exceed $250,000 in cash; or (B) Parent validly terminates this Agreement pursuant to Section 9.1(g), then the Company will promptly pay to Parent (as directed by Parent) an amount equal to $400,000 in cash (the “Company Termination Fee”).
Expenses; Termination Fee. (a) Each party hereto shall bear and pay all costs and expenses incurred by it in connection with the transactions contemplated by this Agreement, including fees and expenses of its own financial consultants, accountants and counsel, provided that in the event of a termination of this Agreement resulting from a willful breach of a representation, warranty, covenant or undertaking, the party committing such breach shall be liable for $200,000 to the other party, plus the reasonable expenses of the other party without prejudice to any other rights or remedies as may be available to the non-breaching party, including without limitation any rights under Section 7.01(b) hereof.
(b) Notwithstanding anything to the contrary herein, SFSB shall pay Laurel the sum of $454,000 (the "Termination Fee") if this Agreement is terminated as follows:
(i) if this Agreement is terminated by Laurel pursuant to Section 6.01(f)(i) and (iii) or (g); or
(ii) if this Agreement is terminated by (A) Laurel pursuant to Section 6.01(d) or (B) by either Laurel or SFSB pursuant to Section 6.01(b)(i) or 6.01(f)(ii) and with respect to such termination events under this Section 7.01(b)(ii) an Acquisition Proposal shall have been publicly announced or otherwise communicated or made known to the senior management of SFSB or the SFSB Board of Directors (or any person shall have publicly announced, communicated or made known an intention, whether or not conditional, to make an Acquisition Proposal) at any time after the date of this Agreement and prior to the date of termination; or
(iii) if this Agreement is terminated by either Laurel or SFSB pursuant to Section 6.01(b)(ii) and an Acquisition Proposal shall have been publicly announced or otherwise communicated or made known to the senior management of SFSB or the SFSB Board of Directors (or any person shall have publicly announced, communicated or made known an intention, whether or not conditional, to make an Acquisition Proposal) at any time after the date of this Agreement and prior to the taking of the vote of the stockholders of SFSB at a meeting thereof to consider this Agreement as contemplated by Section 4.07. Any amount that becomes payable pursuant to Section 7.01(b)(i) or (ii) shall be paid by wire transfer of immediately available funds to an account designated by Laurel no later than the second Business Day following such termination. With respect to the Termination Fee that becomes payable pursuant to Section 7.01(b)(iii), $25...
Expenses; Termination Fee. (a) Except as set forth in Section 5.3(d), Section 5.7(b) and this Section 7.3, all fees and expenses incurred in connection with this Agreement and the Merger will be paid by the Party incurring such fees and expenses whether or not the Merger is consummated. For the avoidance of doubt, Parent or the Surviving Corporation will be responsible for all fees and expenses of the Paying Agent. Parent will pay or cause to be paid all (i) transfer, stamp and documentary Taxes or fees, and (ii) sales, use, real property transfer and other similar Taxes or fees arising out of or in connection with entering into this Agreement and the consummation of the Merger.
Expenses; Termination Fee. (a) Except as set forth in Section 7.01 and this Section 9.03, each party hereto shall bear its own expenses incurred in connection with this Agreement and the Transactions whether or not such Transactions shall be consummated, including all fees of its legal counsel, financial advisers and accountants; provided, however, that in the event that the Transactions are not consummated, Parent shall pay all fees and expenses in connection with any financing arrangements, regardless of whether such financing fees and expenses were to be incurred by the Company or any of its Subsidiaries; provided, further, that except as set forth in Section 3.02(e), Parent shall bear and timely pay all Transfer Taxes and shall prepare and timely file, at its expense, all Tax Returns and other documentation with respect to such Transfer Taxes.