Common use of Payment of Certain Fees Clause in Contracts

Payment of Certain Fees. (a) In the event that (i) Parent announces or effects a merger, acquisition, joint venture, business combination or other transaction, as contemplated by Section 7.5(c), that involves the acquisition of significant businesses, assets or properties, (ii) such announcement or transaction is a significant factor in the failure of any of the conditions set forth in Section 8.1(b), 8.1(c) or 8.2(e) to be satisfied or waived prior to September 30, 1999 (which test will not be met if such announcement or transaction would not have been a significant factor but for a transaction or transactions announced by the Company following execution of this Agreement), (iii) this Agreement is terminated pursuant to Section 9.2(a), and (iv) Parent would have been obligated to consummate the Merger but for the failure of any of the conditions set forth in Section 8.1(b), 8.1(c) or 8.2(e) to be satisfied or waived prior to the date of such termination, then promptly following such termination Parent will pay to the Company the sum of $1.75 billion in cash. (b) In the event that this Agreement is terminated pursuant to Section 9.2(c) or 9.3(a), promptly following such termination Parent will pay to the Company the sum of $1.75 billion in cash. In the event that that this Agreement is terminated pursuant to Section 9.2(d) or 9.4(a), promptly following such termination the Company will pay to Parent the sum of $1.75 billion in cash.