Seller Termination Fee definition

Seller Termination Fee has the meaning set forth in Section 9.02(b).

Seller Termination Fee shall have the meaning ascribed in Section 6.14(a).

Seller Termination Fee shall have the meaning set forth in Section 8.3(a)(i).

Examples of Seller Termination Fee in a sentence

• Payment of the Seller Termination Fee to Seller by Buyer shall constitute liquidated and agreed damages in respect of this Agreement and the transactions contemplated by this Agreement, and Buyer shall have no further liability to Seller.

• Notwithstanding anything to the contrary in this Agreement, Purchaser’s receipt of the Seller Termination Fee pursuant to the preceding sentence shall be the sole and exclusive remedy, including on account of punitive damages, of the Purchaser and its Subsidiaries against Seller or any of its Subsidiaries, Affiliates, stockholders, directors, officers, employees or agents for any and all Losses suffered as a result of the termination of this Agreement pursuant to Section 9.01(c)(ii) or Section 9.01(d)(ii).

• Seller believes that it is impossible to determine accurately the amount of all damages that Seller would incur by virtue of a breach by Buyer of its obligations to proceed with the transactions contemplated by this Agreement, and its sole and exclusive remedy for any such breach shall be to receive payment of the Seller Termination Fee.

• Each of the Parties acknowledges and agrees that (A) the agreements contained in this Section 9.02(c) are an integral part of the Transactions and that, without these agreements, Purchaser would not enter into this Agreement and (B) the payment by Seller of the Seller Termination Fee is not a penalty.

• In no event will Seller be required to pay the Seller Termination Fee other than in the instance described in this Section ‎9.3(a) and in no event will Seller be required to pay the Seller Termination Fee on more than one occasion.

More Definitions of Seller Termination Fee

Seller Termination Fee has the meaning specified in Section 8.6(a).

Seller Termination Fee means the sum of $2,450,000.00.

Seller Termination Fee means if this Agreement is terminated by Buyer, (a) on or prior to the time the First Extension Fee is paid, Ten Million Dollars ($10,000,000), (b) after the time the First Extension Fee is paid and prior to the time the Second Extension Fee is paid, Fifteen Million Dollars ($15,000,000), and (c) after the Second Extension Fee is paid, Twenty Million Dollars ($20,000,000).

Seller Termination Fee shall have the meaning set forth in Section 11.3(b).

Seller Termination Fee means any fee payable by the Seller to Buyer Parent pursuant to Sections 11.3(a), 11.3(b), 11.3(c), 11.3(d) or 11.3(e).

Seller Termination Fee. As defined in Section 15.3.

Seller Termination Fee has the meaning assigned to that term in Section 13.3(b) of this Agreement.