Common use of Termination Fee and Expense Reimbursement Clause in Contracts

Termination Fee and Expense Reimbursement. (a) In the event (i) Purchaser terminates this Agreement pursuant to the provisions of Section 11.01(c) because Seller has breached or is in breach of Section 4.12, or (ii) Seller terminates this Agreement pursuant to the provisions of Section 11.01(e) or 11.01(g), and Seller thereafter enters into an agreement to consummate an Acquisition Proposal (other than the transactions contemplated by this Agreement) within nine (9) months of the date of this Agreement, then upon entering into such agreement to consummate an Acquisition Proposal, Seller shall pay, or cause to be paid, in same day funds to an account provided in writing by Purchaser to Seller on the date of termination of this Agreement, as applicable, $5.0 million (the "Termination Fee"), in addition to the documented fees and expenses of professional advisors incurred by Purchaser in connection with the transactions contemplated by this Agreement (including, without limitation, reasonable fees and expenses of legal counsel, accountants, investment bankers, brokers or other representatives or consultants) (the "Reimbursement Expenses"). The parties acknowledge and agree that (i) Purchaser would sustain substantial damages in the event that transactions as contemplated by this Agreement are not consummated as a result of Seller's failure to close; (ii) Purchaser's actual damages in the event that transactions as contemplated by this Agreement are not consummated as a result of the Seller's failure to close would be difficult or impractical to determine, and the Termination Fee, together with the payment of the Reimbursement Expenses represents a reasonable estimate of the harm likely to be suffered by Purchaser in the event that the transactions as contemplated by this Agreement are not consummated as a result of Seller's failure to close; and (iii) that the payment of the Termination Fee, together with the return of the Deposit and payment of the documented reasonable fees and expenses of the Purchaser's professional advisors, shall be Purchaser's sole and exclusive remedy for the events contemplated in this Section 11.03(a). (b) In the event Seller terminates this Agreement pursuant to Section 11.01(e) solely because of the failure to obtain the consent of its lenders under, or an amendment to, Seller's Credit Facility, then Seller shall pay to Purchaser concurrently with such termination the Termination Fee (which fee shall be in addition to and not in lieu of any fee otherwise payable pursuant to Section 11.03(a)) and the Deposit shall be returned pursuant to Section 11.02(b).

Termination Fee and Expense Reimbursement. (a) In the event (i) Purchaser terminates this Agreement pursuant to the provisions of Section 11.01(c) because Seller has breached or is in breach of Section 4.12, or (ii) Seller terminates this Agreement pursuant to the provisions of Section 11.01(e) or 11.01(g), and Seller thereafter enters into an agreement to consummate an Acquisition Proposal (other than the transactions contemplated by this Agreement) within nine (9) months of the date of this Agreement, then upon entering into such agreement to consummate an Acquisition Proposal, Seller shall pay, or cause to be paid, in same day funds to an account provided in writing by Purchaser to Seller on the date of termination of this Agreement, as applicable, $5.0 million (the "Termination Fee"), in addition to the documented fees and expenses of professional advisors incurred by Purchaser in connection with the transactions contemplated by this Agreement (including, without limitation, reasonable fees and expenses of legal counsel, accountants, investment bankers, brokers or other representatives or consultants) (the "Reimbursement Expenses"). The parties acknowledge and agree that (i) Purchaser would sustain substantial damages in the event that transactions as contemplated by this Agreement are not consummated as a result of Seller's failure to close; (ii) Purchaser's actual damages in the event that transactions as contemplated by this Agreement are not consummated as a result of the Seller's failure to close would be difficult or impractical to determine, and the Termination Fee, together with the payment of the Reimbursement Expenses represents a reasonable estimate of the harm likely to be suffered by Purchaser in the event that the transactions as contemplated by this Agreement are not consummated as a result of Seller's failure to close; and (iii) that the payment of the Termination Fee, together with the return of the Deposit and payment of the documented reasonable fees and expenses of the Purchaser's professional advisors, shall be Purchaser's sole and exclusive remedy for the events contemplated in this Section 11.03(a). (b) In the event Seller terminates this Agreement pursuant to Section 11.01(e) solely because of the failure to obtain the consent of its lenders under, or an amendment to, Seller's Credit Facility, then Seller shall pay to Purchaser concurrently with such termination the Termination Fee (which fee shall be in addition to and not in lieu of any fee otherwise payable pursuant to Section 11.03(a)) and the Deposit shall be returned pursuant to Section 11.02(b)... EXECUTION COPY