Seller Termination Fee definition
Examples of Seller Termination Fee in a sentence
If this Agreement is terminated for any reason that does not result in the payment of the Seller Termination Fee, the Deposit shall be released from escrow and refunded to Buyer not later than five (5) business days following such termination.
Only one Seller Termination Fee shall be payable to Seller regardless of the circumstances.
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).
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.
The Parties acknowledge that the Seller Termination Fee will not constitute a penalty but is liquidated damages, in a reasonable amount that will compensate Purchaser and Parent for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement, which amount would otherwise be impossible to calculate with precision.