Common use of Effect of Termination; Termination Fee Clause in Contracts

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) 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) If this Agreement is terminated pursuant to Section 10.019.01 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 7.017.13, 9.04(b) and 11.04 10.04 hereof shall survive the termination hereofhereof and the Termination Option Agreement shall survive in accordance with its terms, 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 Parent or Newco Holdings shall have terminated this Agreement pursuant to any of clauses (d), clause (e) or (f) of Section 10.01 9.01 hereof or (ii) the Company shall have terminated this Agreement pursuant to clause (gh) of Section 10.01 9.01 hereof, then in either such case case, the Company shall promptly, but in no event later than two business days after the date of such termination failure to close or eventtermination, pay Buyer Parent a termination fee of $3,000,000 5,000,000 plus an amount, not to exceed $500,0001,000,000, equal to Buyer's the actual and reasonably documented out-of-pocket expenses incurred by Parent and Equity Group Investments, Inc. 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).be

Effect of Termination; Termination Fee. (a) If this Agreement is terminated pursuant to Section 10.019.01 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 7.017.13, 9.04(b) and 11.04 10.04 hereof shall survive the termination hereofhereof and the Termination Option Agreement shall survive in accordance with its terms, 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 Parent or Newco Holdings shall have terminated this Agreement pursuant to any of clauses (d), clause (e) or (f) of Section 10.01 9.01 hereof or (ii) the Company shall have terminated this Agreement pursuant to clause (gh) of Section 10.01 9.01 hereof, then in either such case case, the Company shall promptly, but in no event later than two business days after the date of such termination failure to close or eventtermination, pay Buyer Parent a termination fee of $3,000,000 5,000,000 plus an amount, not to exceed $500,0001,000,000, equal to Buyer's the actual and reasonably documented out-of-pocket expenses incurred by Parent and Equity Group Investments, Inc. 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(b9.04(b).