Effect of Termination; Termination Fee Clause Samples
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Effect of Termination; Termination Fee. (a) If this Agreement is validly terminated pursuant to Section 8.1, there will be no liability or obligation on the part of Seller or Buyer (or any of their respective Representatives or Affiliates), except as provided in this Section 8.2.
(b) Regardless of the reason for termination, Section 5.4(d), Section 5.18, Section 5.19, Section 7.7, Section 8.2, Section 8.2(d), Section 8.3 and Article IX (and, in each case the applicable definitions and rules of interpretation set forth in Article I) will survive any termination of this Agreement.
(c) Upon termination of this Agreement by either Party for any reason, each Party shall return or destroy, in accordance with the terms of the Confidentiality Agreements and Section 5.18, all documents and other materials provided by the other Party relating to the Acquired Assets, the Assumed Liabilities, the Facilities or to this Agreement, the Related Agreements or the transactions contemplated hereby or thereby, including any information relating to the Parties to this Agreement, whether obtained before or after the execution of this Agreement, and all information received by Buyer with respect to Seller, the Acquired Assets, the Assumed Liabilities, the Facilities, this Agreement, the Related Agreements or otherwise respecting the transactions contemplated hereby shall remain subject to the terms of the Confidentiality Agreements and Section 5.18.
(d) If this Agreement is terminated by Buyer pursuant to Section 8.1(a) (arising out of a failure of Seller to comply in all material respects with its obligations under this Agreement) or Section 8.1(c), and such failure to comply is through no fault of Buyer, and provided that Buyer has complied in all material respects with its obligations under this Agreement, Buyer shall be entitled to recover from Seller all costs incurred by Buyer in connection with the preparation, negotiation and execution of this Agreement or recovery of damages from Seller, including attorneys’ fees and expenses of financial and other advisors. In addition to the foregoing damages (and not in lieu thereof), if such termination by Buyer occurs after January 1, 2018, Buyer is entitled to its loss of bargain, cost of funding or, at the election of Buyer but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them) of Buyer relating to any of the Facilities.
(e) If...
Effect of Termination; Termination Fee. (a) Except as set forth in this Section 8.5, in the event of termination of this Agreement by either Parent or the Company as provided in this Article VIII, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of the Parties or their respective affiliates, officers, directors or shareholders except (x) with respect to the treatment of confidential information pursuant to Section 6.6, the payment of expenses pursuant to Section 9.1, and Article IX generally, (y) to the extent that such termination results from the willful breach of a Party of any of its representations or warranties, or any of its covenants or agreements or (z) with respect to any intentional or knowing misrepresentations in connection with or pursuant to this Agreement or the transactions contemplated hereby.
(b) In the event that (i) this Agreement is terminated by either the Company or Parent (x) pursuant to Section 8.2(a) due to the Company Shareholders Meeting not occurring as a result of a Company Acquisition Proposal or (y) pursuant to Section 8.2(c), or (ii) this Agreement is terminated by Parent pursuant to Sections 8.4(a), 8.4(b) or 8.4(c), then the Company shall promptly, but in no event later than the date of such termination, pay Parent a fee equal to $2,000,000 (the "Termination Fee"), payable by wire transfer of same day funds. The Company acknowledges that the agreements contained in this Section 8.5(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement, and accordingly, if the Company fails promptly to pay the amount due pursuant to this Section 8.5(b), and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.5(b), the Company shall pay to Parent its costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made.
(c) In the event that this Agreement is terminated by the Company pursuant to Sections 8.3(a) or 8.3(b), then Parent shall promptly, but in no event later than the date of such termination, pay the Company a fee equal to the Termination Fee, payable by wire transfer of same day funds. Parent acknowledges that the agreements contained in this Section ...
Effect of Termination; Termination Fee. (a) If this Agreement is terminated pursuant to Section 10.01, this Agreement shall become void and of no effect with no liability on the part of any party hereto, except that the agreements contained in Sections 7.01, and 11.04 shall survive the termination hereof, and except that no such termination shall relieve any party from liability for breach of this Agreement or failure by it to perform its obligations hereunder.
(b) If (i) Buyer or Newco shall have terminated this Agreement pursuant to any of clauses (d), (e) or (f) of Section 10.01 hereof or (ii) the Company shall have terminated this Agreement pursuant to clause (g) of Section 10.01 hereof, then in either such case the Company shall promptly, but in no event later than two business days after the date of such termination or event, pay Buyer a termination fee of $3,000,000 plus an amount, not to exceed $500,000, equal to Buyer's actual and reasonably documented out-of-pocket expenses directly attributable to the proposed acquisition of the Company, including negotiation and execution of this Agreement and the attempted financing and completion of the Merger, which fee and amount shall be payable in same day funds. In no event shall the Company be required to pay more than one termination fee and reimbursement of expenses pursuant to this Section 10.04(b).
Effect of Termination; Termination Fee. (a) Except as set forth in this SECTION 8.5, in the event of termination of this Agreement by either Parent or the Company as provided in this ARTICLE VIII, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of the Parties or their respective affiliates, officers, directors or stockholders except (x) with respect to the treatment of confidential information pursuant to SECTION 6.7, the payment of expenses pursuant to SECTION 9.1, and ARTICLE IX generally, (y) to the extent that such termination results from the willful breach of a Party of any of its representations or warranties, or any of its covenants or agreements and (z) with respect to any intentional or knowing misrepresentations in connection with or pursuant to this Agreement or the transactions contemplated hereby.
(b) In the event that the Company or Parent terminates this Agreement pursuant to SECTION 8.2(c), the Company shall pay to Parent an amount equal to the lesser of (1) $500,000 and (2) all Transaction Expenses (as defined below) incurred by Parent prior to such termination promptly but in no event later than the fifth business day after receipt of an invoice from Parent for such Transaction Expenses, including reasonably detailed backup for such Transaction Expenses. In the event that (i) this Agreement is terminated pursuant to SECTION 8.2(a) due to the Company Stockholders Meeting not occurring as a result of a Company Acquisition Proposal or a Financing Transaction (either, an "ALTERNATE TRANSACTION"), and within nine (9) months of such termination an Alternate Transaction is consummated or the Company enters into a definitive agreement to consummate an Alternate Transaction, (ii) (1) a Company Acquisition Proposal or the intention or desire to make a Company Acquisition Proposal shall have been made directly to the stockholders of the Company generally or otherwise publicly announced by the Company or the Person making a Company Acquisition Proposal, (2) such Company Acquisition Proposal or intention or desire is not withdrawn prior to the vote of the Company stockholders at the duly held Company Stockholders Meeting, and (3) thereafter this Agreement is terminated pursuant to (x) SECTION 8.2(c) or (y) SECTION 8.4(a), and within nine months of such termination such Company Acquisition Proposal is consummated or the Company enters into a definitive agreement to consummate such Company Acquisition Proposal, (iii) (1) a proposal for a F...
Effect of Termination; Termination Fee. (a) If this Agreement is terminated pursuant to Section 10.1 hereof, this Agreement shall become void and of no effect with no liability on the part of any party hereto, except that the agreements contained in Sections 10.3(b) and (c) and 11.4 hereof shall survive the termination hereof and except that no such termination shall relieve any party from liability for breach of this Agreement or failure by it to perform its obligations hereunder. Without limiting by implication the generality of the preceding sentence, ServiceMaster shall not be obligated to continue the Offer after any termination of this Agreement pursuant to any provision in Section 10.1.
(b) If this Agreement shall be terminated pursuant to clause (d), (f), (h), (j) or (m) in Section 10.1, then (i) ARS shall promptly, but in no event later than two business days after the date of such termination, pay ServiceMaster a termination fee equal to $3.25 million and (ii) ServiceMaster shall be entitled to the termination fee in the amount specified in this subsection (b) regardless of whether any other ground for termination shall exist under or by reason of this Agreement. In no event shall ARS be required to pay more than one termination fee pursuant to this Section 10.3(b) and if any fee shall be payable under this Subsection (b), then no additional amount shall be separately payable under Section 10.3(c).
(c) If this Agreement shall be terminated pursuant to clause (g) or (i) in Section 10.1, then (except as otherwise specified in Section 10.3(b)) ARS shall pay ServiceMaster an amount, not to exceed $1,000,000, equal to the reasonable and documented actual out-of-pocket expenses incurred by ServiceMaster directly attributable to the proposed acquisition of ARS, including negotiation and execution of this Agreement and the attempted completion of the Offer and the Merger. Each such expense shall be paid within thirty days after ServiceMaster shall have submitted the written request for payment of such expense except that in the event ARS shall in good faith raise any question as to whether any particular expense is payable by ARS under this subsection (c), then ARS shall be entitled to delay payment of such expense until ServiceMaster shall supply documentation sufficient to establish that the particular expense is payable under the standards specified in this subsection (c). In no event shall any request for additional documentation to which ARS shall be entitled under this subsection (c) of ...
Effect of Termination; Termination Fee. (a) In the event of termination of this Agreement pursuant to Section 10.01, this Agreement shall forthwith become null and void and have no effect, without any Liability on the part of any Party hereto; provided, however, that the last sentence of Section 5.03(b) and the provisions of Section 5.14, Section 5.16(c), this Section 10.02 and Article XI hereof shall survive any termination of this Agreement. The Confidentiality Agreement shall not be affected by a termination of this Agreement.
(b) In the event that this Agreement is terminated (i) by Parent pursuant to Section 10.01(e) or Section 10.01(f) or (ii) by Parent or Buyer pursuant to Section 10.01(c) at a time when this Agreement was terminable by Parent pursuant to Section 10.01(e) (determined without regard to any applicable cure period otherwise available thereunder) or Section 10.01(f), then, in either case, Holdings shall, or shall cause Buyer to, promptly, but in no event later than five (5) Business Days after the date of such termination, pay or cause to be paid to Parent or its designees an amount equal to $26,250,000.00 (the “Termination Fee”) by wire transfer of immediately available funds. If Holdings or Buyer fails to pay the Termination Fee when due, and, in order to obtain such payment, Parent commences an Action that results in a judgment against Holdings or Buyer for the Termination Fee, Holdings shall, or shall cause Buyer to, pay to Parent, together with the Termination Fee, (A) interest on the Termination Fee from the date of termination of this Agreement at a rate per annum equal to the Prime Rate and (B) Parent’s costs and expenses (including reasonable attorneys’ fees) in connection with such Action. Without limiting Parent’s right to obtain an award of specific performance permitted by Section 11.09, solely for purposes of establishing the basis for the amount thereof, and without in any way increasing the amount of the Termination Fee or expanding the circumstances in which the Termination Fee is to be paid, it is agreed that the Termination Fee is a liquidated damage, and not a penalty. For the avoidance of doubt, in no event shall Holdings or Buyer be required to pay the Termination Fee on more than one occasion. Notwithstanding anything to the contrary, in the event that the Closing does not occur solely as a result of Parent’s breach of the Parent Backstop and this Agreement is terminated in such a way as would give rise to payment of a Termination Fee, no such Terminati...
Effect of Termination; Termination Fee. (a) If this Agreement is terminated by Parent or the Company pursuant to Section 8.1(e)(ii) as a result of an order, decree, ruling or other action under Competition Laws or Section 8.1(b) and all of the conditions to Closing set forth in Article VI and Article VII (other than (i) the conditions set forth in Section 6.3 and Section 7.3 and (ii) those other conditions that, by their nature, cannot be satisfied until the Closing Date, but, in the case of clause (ii), which conditions would be capable of satisfaction if the Closing Date were to occur on the date of such termination) have been satisfied or waived on or prior to the date of such termination, then Parent shall pay to the Company a fee of $300,000,000 (the “Reverse Termination Fee”) (which fee shall be payable within two (2) business days after written notice of such termination, by wire transfer of immediately available funds to an account designated in writing by the Company). If Parent fails to timely pay the Reverse Termination Fee when due pursuant to this Section 8.3, Parent shall pay to the Company interest on such amount at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made through the date such payment was actually received. The Company agrees that in the event that the Reverse Termination Fee is paid to the Company pursuant to this Section 8.3, (i) the payment of such Reverse Termination Fee shall be the sole and exclusive remedy of the Company, its equityholders and all of their Affiliates against Parent, the Merger Subs or any of their directors, officers and other Affiliates for, and (ii) in no event will the Company, its equityholders or any of their Affiliates be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to, (1) any loss suffered as a result of the failure of the Mergers to be consummated, (2) the termination of this Agreement, (3) any liabilities or obligations arising under this Agreement, or (4) any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement, and upon payment to the Company of the Reverse Termination Fee in accordance with this Section 8.3(a), neither Parent, the Merger Subs nor any of their directors, officers or other Affiliates shall have any further liability or obligation to the Company, its equityholders or any of their Affiliates relating to or arising out of this Agreement or the transactions cont...
Effect of Termination; Termination Fee. (a) In the event of the termination and abandonment of this Agreement pursuant to Section 10.1, the Agreement shall terminate and have no effect, except as otherwise provided herein and except that the provisions of this Section 10.2, Section 10.5 and Article 11 of this Agreement shall survive any such termination and abandonment.
(b) If, after the date of this Agreement, Kearny terminates this Agreement in accordance with Section 10.1(g) or Central Jersey terminates this Agreement pursuant to Section 10.1(h), Central Jersey shall be obligated to pay Kearny a fee of $2.8 million as an agreed-upon termination fee in immediately available funds within one (1) business day of such notice of termination (the “Termination Fee”). In addition, if, after a proposal for an Acquisition Transaction has been publicly announced by any person or entity, Kearny terminates this Agreement pursuant to Section 10.1(e)(ii), Central Jersey shall be obligated to pay Kearny a fee of $800,000 in immediately available funds within one business day of such notice of termination as reimbursement for its time and expenses associated with negotiating this Agreement, and if an Acquisition Transaction is consummated or a definitive agreement is entered into by Central Jersey relating to an Acquisition Transaction, in either case, within 15 months of the termination of this Agreement pursuant to Section 10.1(e)(ii), Central Jersey shall be obligated to pay Kearny the Termination Fee, less any amounts previously paid at the time this Agreement was terminated.
(c) Central Jersey and Kearny agree that the Termination Fee is fair and reasonable in the circumstances. If a court of competent jurisdiction shall nonetheless, by a final, nonappealable judgment, determine that the amount of any such Termination Fee exceeds the maximum amount permitted by law, then the amount of such Termination Fee shall be reduced to the maximum amount permitted by law in the circumstances, as determined by such court of competent jurisdiction.
Effect of Termination; Termination Fee. (a) In the event this Agreement is terminated pursuant to Section 11.1, all further obligations of the parties hereunder shall terminate, except for the obligations set forth in Article X and in Sections 11.2(b), 12.3, 12.4, and 12.8, and except that nothing in this Section 11.2 shall relieve any party hereto of any liability for breach of any of the covenants or any of the representations or warranties contained in this Agreement prior to such termination.
(b) If (i) this Agreement is terminated pursuant to Section 11.1(e), and (ii) a Business Combination shall occur within eighteen months after the date this Agreement is terminated, then the Seller shall immediately, upon consummation of such Business Combination, pay to the Purchaser in same day funds all reasonable, documented attorneys', accountants', consultants' and other out-of-pocket expenses incurred by Purchaser in connection with the transactions contemplated by this Agreement. For purposes of this Agreement, the term "Business Combination" means any of the following events: (i) the Company, directly or indirectly, is acquired by merger or otherwise by any person or group, including, without limitation, any officer or director or any group which includes such officer or director as a member (a "Third Party"); (ii) the Company or the Seller enters into an agreement with a Third Party which contemplates the acquisition, directly or indirectly, of 30% or more of the total assets of the Company; (iii) the Company or the Seller enters into a stock purchase, subscription, merger, consolidation, share exchange or other agreement with a Third Party which contemplates the acquisition, directly or indirectly, of 30% or more of the outstanding shares of the Company's capital stock; (iv) a Third Party directly or indirectly acquires 30% or more of the total assets of the Company; (v) a Third Party directly or indirectly acquires 30% or more of the outstanding shares of the Company's capital stock; or (vi) the Company or the Seller adopts a plan of liquidation relating to 30% or more of the total assets of the Company.
Effect of Termination; Termination Fee. (a) In the event of the termination and abandonment of this Agreement pursuant to Section 6.16, this Agreement shall be void and have no effect, with no liability on the part of any party hereto or its Affiliates, directors, officers or shareholders to the other party, except that no such termination shall relieve any party hereto from any liabilities or damages resulting from any fraud or willful breach of this Agreement or the Termination Fee set forth on Section 6.17(b) or Section 6.17(c), as the case may be. This Article VI shall survive any termination of this Agreement pursuant to Section 6.16.
(b) In the event that the Company terminates this Agreement under Section 6.16(d)(i) or (iii), then Purchaser shall promptly, but in no event later than two (2) Business Days following the date of such termination, pay or cause to be paid to the Company the Termination Fee. Any fee due under this Section 6.17(b) shall be paid by wire transfer of same-day funds to an account provided in writing by the Company to Purchaser on the date of termination of this Agreement; provided, that the provisions of this Section 6.17(b) shall be subject to Section 6.17(e). The amounts payable pursuant to this Section 6.17(b) constitute liquidated damages and not a penalty. Notwithstanding the foregoing, the Company’s right to receive the Termination Fee pursuant to this Section 6.17(b) shall be of no further force or effect if the Company or any Company Related Party under its control commences any Proceeding (except any claim in respect of fraud) as a result of the failure of the transactions contemplated hereby to be consummated or for a breach or failure to perform hereunder against Purchaser or any Purchaser Related Party other than for the payment of the Termination Fee.
(c) If the Company terminates this Agreement under Section 6.16(d)(ii) or the Purchaser terminates this Agreement under Section 6.16(c)(iii), then the Company shall, in the case of a termination under Section 6.16(d)(ii), prior to or concurrently with such termination, and in the case of a termination under Section 6.16(c)(iii), within two (2) Business Days following such termination, pay or cause to be paid to the Purchaser the Termination Fee. Any fee due under this Section 6.17(c) shall be paid by wire transfer of same-day funds to an account provided in writing by the Purchaser to the Company on the date of termination of this Agreement; provided, that the provisions of this Section 6.17(c) shall be su...