Payment by Parent Clause Samples
The 'Payment by Parent' clause establishes that a parent company is responsible for making payments on behalf of its subsidiary under the agreement. In practice, this means that if the subsidiary owes money for goods, services, or other obligations, the parent company will step in to fulfill those payment duties. This arrangement provides assurance to the other party that payments will be made reliably, reducing the risk of non-payment due to the subsidiary's financial difficulties.
Payment by Parent. In the event that this Agreement is terminated by Parent pursuant to Section 7.1(b)(1), Section 7.1(b)(3) or by the Company pursuant to any of Section 7.1(b)(3), Section 7.1(c) (but, in the case of Section 7.1(c), only if such termination is due to an intentional breach of any representation, warranty or covenant by Parent) or Section 7.1(e), Parent shall promptly, but in no event later than ten business days after the date of such termination (subject to the further provisions of this Section 7.3(b)), pay the Company the Termination Fee; provided, that in the case of a termination pursuant to Section 7.1(b)(1), Section 7.1(b)(3) or Section 7.1(c) (but, in the case of Section 7.1(c), only if such termination is due to an intentional breach of any representation, warranty or covenant by Parent), the Termination Fee shall be payable only if following the Agreement Date and prior to such termination, any Person shall have made to Parent or its stockholders, or publicly announced, an Alternative Transaction Proposal with respect to Parent and within 12 months following termination of this Agreement, any Alternative Transaction with respect to Parent is consummated or Parent enters into an agreement providing for any Alternative Transaction, such fee payment to be made concurrently with the consummation of such Alternative Transaction.
Payment by Parent. In the event that this Agreement is terminated by Parent or the Company, as applicable:
(1) pursuant to (x) Section 7.1(b) or Section 7.1(e) and such termination is preceded by, or concurrent with, the occurrence of a Triggering Event with respect to Parent, or (y) Section 7.1(g), then Parent shall promptly, but in no event later than three business days after the date of such termination, pay the Company a fee equal to $22,000,000 in immediately available funds (the “Parent Termination Fee”); or
(2) (x) pursuant to Section 7.1(b) or Section 7.1(e) and such termination is not preceded by, or concurrent with, the occurrence of a Triggering Event with respect to Parent and (y) following the date hereof and prior to the termination of this Agreement, there has been public disclosure of an Acquisition Proposal with respect to Parent and (A) within 12 months following the termination of this Agreement an Acquisition of Parent is consummated or (B) within 12 months following the termination of this Agreement Parent enters into an agreement providing for an Acquisition of Parent, then Parent shall promptly pay the Company the Parent Termination Fee, but in no event later than three business days after the first to occur of (A) or (B) (it being understood that only one Parent Termination Fee shall be payable in the event that (A) and (B) both occur).
Payment by Parent. Any indemnification of a Seller Indemnitee pursuant to this ARTICLE 8 shall be effected by wire transfer or transfers of immediately available funds from Parent to an account designated in writing by the applicable Seller Indemnitee within five (5) Business Days after the determination thereof in accordance with Section 8.6.
Payment by Parent. Parent shall make all payments required by Section 3.3 concurrently with the Effective Time either directly or by depositing the cash and securities to be distributed hereunder with the Surviving Company's payroll service or any combination thereof.
Payment by Parent. In the event that this Agreement is terminated by Parent or the Company (A) pursuant to Section 7.1(c) primarily as a result of issues relating to the antitrust or competition laws of any applicable jurisdiction or (B) pursuant to Section 7.1(b) in the event the applicable waiting period under the HSR Act not having expired or terminated then, in any such event, Parent shall promptly, but in no event later than two (2) business days after the date of such termination, pay the Company a fee equal to $25 million in immediately available funds.
Payment by Parent. Any Federal Tax Settlement Payment due from Parent to Company shall be due to Company as of the date the Parent Federal Tax Settlement Payment Schedule or the Final Parent Federal Tax Settlement Payment Schedule, as the case may be, is required to be delivered to Company in accordance with this Agreement, except to the extent that a dispute with respect to any such Parent Federal Tax Settlement Payment Schedule or such Final Parent Federal Tax Settlement Payment Schedule has occurred and is continuing under Section 3(d)(iv) hereof. If such a dispute has occurred, then the Federal Tax Settlement Payment shall become payable as provided in Section 3(d)(iv)(D) hereof.
Payment by Parent. In the event that this Agreement is terminated by the Company pursuant to Section 7.1(g), Parent shall promptly, but in no event later than two (2) days after the date of such termination, pay the Company a fee equal to five million five hundred thousand dollars ($5,500,000) (the “Parent Termination Fee”). In the event that this Agreement is terminated by Parent or the Company pursuant to Sections 7.1(b) or (d) and, at any time following the date hereof and prior to the termination of this Agreement, there has been public disclosure of an Acquisition Proposal with respect to Parent (other than the Transaction) that has not been irrevocably and publicly withdrawn by the time of such termination and within twelve (12) months following the termination of this Agreement Parent either enters into an agreement providing for an Acquisition (as defined in Section 7.3(b)(v)) of Parent or an Acquisition of Parent is consummated, Parent shall promptly, but in no event later than the earlier of the date of entry into such agreement or the date of such Acquisition, pay the Company the Parent Termination Fee. Table of Contents
Payment by Parent. In the event that this Agreement is terminated by the Company pursuant to Section 7.1(b), the Parent will pay the Company One Million Dollars ($1,000,000) in immediately available funds (the “Parent Termination Fee” and together with the Company Termination Fee, the “Termination Fee”)) and reimburse the Company for (A) the reasonable fees of G▇▇▇▇▇ H▇▇▇▇▇▇ & F▇▇▇▇▇, LLC in connection with the fairness opinion referred to in Section 2.20, such fees not to exceed Three Hundred Thousand Dollars ($300,000) and (B) the reasonable out-of-pocket fees and expenses incurred by the Company prior to May 8, 2007 in connection with that certain tax-exempt bond financing transaction, such fees and expenses not to exceed Three Hundred Seventy Thousand ($370,000). The payment contemplated by this Section 7.3(b)(ii) shall be paid promptly, but in no event later than two (2) business days after such termination.
Payment by Parent. In the event that Parent and Merger Sub are obligated to pay any payments to the Company pursuant to this Agreement (the "Parent Payment"), Parent and Merger Sub shall pay to the Company, from the Parent Payment deposited into escrow in accordance with the next sentence, an amount equal to the lesser of (i) the Parent Payment and (ii) the sum of (A) the maximum amount that can be paid to the Company without causing the Company to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Sections 856(c)(2)(H) or 856(c)(3)(I) of the Code ("Qualifying Income"), as determined by the Company's independent public accountants, plus (B) in the event the Company receives either (x) a letter from the Company's counsel indicating that the Company has received a ruling from the IRS described below in this Section 9.05 (but in any case not to increase the amount of the Parent Payment) or (y) an opinion from the Company's outside counsel as described below in this Section 9.05, an amount equal to the Parent Payment less the amount payable under clause (A) above. To secure Parent's and Merger Sub's obligation to pay these amounts, Parent and Merger Sub shall deposit into escrow an amount in cash equal to the Parent Payment with an escrow agent selected by Parent and on such terms (subject to this Section 9.05) as shall be mutually agreed upon by the Company, Parent and the escrow agent. The payment or deposit into escrow of the Parent Payment pursuant to this Section 9.05 shall be made at the time Parent and Merger Sub are obligated to pay the Company such amount by wire transfer. The escrow agreement shall provide that the Parent Payment in escrow or any portion thereof shall not be released to the Company unless the escrow agent receives any one or combination of the following: (i) a letter from the Company's independent public accountants indicating the maximum amount that can be paid by the escrow agent to the Company without causing the Company to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter from the Company's accountants revising that amount, in which case the escrow agent shall release such amount to the Company, or (ii) a letter from the Company's counsel indicating that the Company received a ruling from the IRS holding that the receipt b...
Payment by Parent. (i) In the event that this Agreement is terminated by the Company pursuant to Sections 10.1(b) or 10.1(c) due to the failure of Parent to deliver the Voting Agreements described in Section 7.10, Parent shall pay to the Company an amount equal to the out-of-pocket costs and expenses (including attorneys' fees) incurred by the Company through the date of termination of this Agreement, not to exceed an aggregate of $175,000 (the "FEES AND EXPENSES"). The Fees and Expenses shall be paid to the Company by wire transfer of immediately available funds no later than two (2) business days after this Agreement has been terminated. In addition, if (x) Parent shall have received a Parent Acquisition Proposal which shall not have expired or been revoked prior to such termination of this Agreement pursuant to Sections 10.1(b) or 10.1(c) and (y) Parent enters into a definitive agreement for or consummates any transaction or series of related transactions in connection with any Parent Acquisition Proposal (a "PARENT ACQUISITION") within twelve (12) months after such termination date, Parent shall pay to the Company the Parent Termination Fee (as defined below) by wire transfer of immediately available funds no later than two (2) business days after the consummation of such Parent Acquisition.
(ii) In the event this Agreement is terminated by the Company pursuant to Section 10.1(h), Parent shall, within two (2) business days after termination of this Agreement by the Company, pay to the Company by wire transfer of immediately available funds an amount equal to $275,000 (the "PARENT TERMINATION FEE") plus the Fees and Expenses.
(iii) Parent acknowledges that the agreements set forth in this Section 10.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company would not enter into this Agreement. Accordingly, if Parent shall fail to pay in a timely manner the amounts due pursuant to this Section 10.3(b), and, in order to obtain such payment, the Company makes a claim that results in a final judgment against Parent for the amounts set forth in this Section 10.3(b), Parent shall pay to the Company its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 10.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees -86- ...