Common use of Termination Fee and Expense Reimbursement Clause in Contracts

Termination Fee and Expense Reimbursement. (1) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Termination Fee Event occurs or an Expense Reimbursement is triggered, the Party giving rise to the Termination Fee Event or Expense Reimbursement shall pay the Termination Fee or Expense Reimbursement, to the other Party, in accordance with Section 8.2(3) or Section 8.2(4), as the case may be. (2) For the purposes of this Agreement, “Termination Fee” means $500,000 and “Termination Fee Event” means the termination of this Agreement: (a) by Choom, pursuant to Section 7.2(1)(d)(ii) [Change in Recommendation] or Section 7.2(1)(d)(iii) [Breach of Article 5]; or (b) by Choom, pursuant to Section 7.2(1)(d)(iv) [Competing Transaction]; or (c) by Phivida pursuant to (i) Section 7.2(1)(c)(ii) [Superior Proposal]; or (ii) Section 7.2(1)(c)(iii) [Breach of Article 5]. (3) The Termination Fee shall be paid by wire transfer of immediately available funds as follows: