Common use of Closing Failure Fee Clause in Contracts

Closing Failure Fee. In the event that: (i) this Agreement is terminated by the Company pursuant to Section 7.1(d)(i); (ii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(iii); or (iii) this Agreement is terminated by either the Company or Parent pursuant to Section 7.1(b)(ii) as a result of Parent failing to take actions contemplated by Section 5.6(e) in reliance on the proviso at the end of Section 5.6(e) permitting Parent and its Affiliates not to take any such actions that, individually or in the aggregate, would reasonably be likely to cause the Debt Financing to be unavailable at the Closing; then, in any such event, Parent shall pay to the Company a fee of $72,825,000 (seventy-two million eight hundred twenty-five thousand dollars) (the “Closing Failure Fee”), it being understood that in no event shall Parent be required to pay the Closing Failure Fee on more than one occasion.