Common use of Topping Fee Clause in Contracts

Topping Fee. If the Board of Directors of Larizza terminates this Agreement and abandons the Merger pursuant to Section 5.1(f), or if the Board of Directors of Parent or Acquisition terminates this Agreement and abandons the Merger pursuant to Section 5.1(g)(i) or (ii), then Parent shall receive from Larizza the sum (the "Topping Fee") of (i) $4,300,000 and (ii) the amount, not to exceed $1,700,000, of all costs and expenses incurred by Parent and Acquisition relating to this Agreement, the transactions contemplated hereby and the financing therefor, including without limitation, the fees, disbursements and charges of counsel to Parent, Acquisition and any financing source for which Parent or any of its affiliates is responsible, financial advisory fees (not in excess of customary financial advisory fees if payable to affiliated entities), accounting fees and expenses, due diligence costs, and all other out-of-pocket fees, costs and expenses. Notwithstanding any other provision hereof, Larizza will not have the right to terminate this Agreement under Section 5.1(f) unless the Topping Fee has been paid in full prior thereto.