Examples of Purchaser Termination in a sentence
Purchasers and Seller acknowledge that Purchasers have already deposited into escrow under the Prior Pre-Closing Escrow Agreement an amount equal to the Purchaser Termination Amount, which deposit the parties agree can be used as security for Purchasers’ obligations under this Agreement with respect to the Purchaser Termination Amount.
In addition, Parent shall not be required to pay the Purchaser Termination Fee or the Regulatory Termination Fee, as the case may be, on more than one occasion.
In no event shall Purchaser be required to pay the Purchaser Termination Fee if Seller has not delivered the Purchaser Fee Election in accordance with this Section 9.03(a).
Notwithstanding the foregoing, in no event shall any matter set forth on a Purchaser Termination Update have any impact on any rights, remedies or other recourse of Seller under Section 7.03(b).
For the avoidance of doubt, if Seller makes the Purchaser Fee Election and Purchaser pays the Purchaser Termination Fee, Purchaser shall have no other liability for any breach of this Agreement (regardless of the time of breach).
In no event will Parent be required to pay the Purchaser Termination Fee or Regulatory Termination Fee other than in the circumstances described in this Section 9.3(b) and in no event will Parent be required to pay both the Purchaser Termination Fee and the Regulatory Termination Fee.
Notwithstanding the foregoing, the Seller will not 30 seek such legal or equitable remedy or relief if the Purchaser Termination Fee has been paid.
In the event that both the Purchaser Termination Fee and the Regulatory Termination Fee are payable pursuant to this Section 9.3(b), then Seller shall only be entitled to receive, and Purchaser shall only be required to pay, the Purchaser Termination Fee.
If the Regulatory Termination Fee or the Purchaser Termination Fee becomes due and payable in accordance with this Section 9.3(b), then such fee shall be paid in each case by wire transfer (to an account designated by Seller) of immediately available funds (I) prior to or concurrently with such termination in the event of a termination by Purchaser or (II) no later than five Business Days following such termination in the event of a termination by Seller.
Anything to the contrary in Section 9.3 notwithstanding: Seller shall not be entitled to receive, and Purchaser shall not be obligated to pay, the Purchaser Termination Fee in the event that (a) Seller has failed to agree or to commit to undertake a Seller Burdensome Condition or (b) Seller has failed to perform in any material respect any of its obligations under Section 5.5 and the conditions in Section 8.1(a) and Section 8.1(b) would have been satisfied but for such failure.