Common use of Fees for Termination Clause in Contracts

Fees for Termination. If Purchaser or Seller terminates this Agreement pursuant to Section 8.1(c) by reason of the failure of the other party to satisfy any of the terminating party's closing conditions contained in Article 8 and all of the terminating party's closing conditions have been satisfied, the non-terminating party shall promptly pay the terminating party for all of its out-of-pocket costs and expenses associated with the Merger.