CCRT » Topics » Termination Fee

This excerpt taken from the CCRT 10-Q filed Aug 3, 2005.
Termination Fee.  If this Agreement is not consummated as a result of Buyer’s failure to satisfy the financing condition set forth in Section 7.1(i) and is subsequently terminated by Buyer pursuant to Section 8.1(c), Buyer shall immediately pay the Sellers a termination fee equal to two million dollars ($2,000,000) (the “Termination Fee”).  Notwithstanding anything to the contrary contained herein, if Buyer becomes obligated to pay the Termination Fee pursuant to this Section 8.2, such Termination Fee shall constitute full settlement of any and all of the Damages of the Sellers under this Agreement in respect of a termination pursuant to Section 8.1(c) as a result of the failure to satisfy or waive the condition set forth in Section 7.1(i) and shall be the sole measure of Damages with respect to such termination.

 

8.3.          Effect of Termination.  Each party’s right of termination under Section 8.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of such right of termination will not be an election of remedies.  If this Agreement is terminated pursuant to Section 8.1, all obligations of the parties under this Agreement will terminate, except that the obligations of the parties in Sections 8.2 and 8.3 and Articles X and XI will survive, provided, however, that, if this Agreement is terminated because of a Breach of this Agreement by the non-terminating party or because one or more of the conditions to the terminating party’s obligations under this Agreement is not satisfied as a result of the party’s failure to comply with its obligations under this Agreement, the terminating party’s right to pursue all legal remedies shall survive such termination unimpaired.

 

ARTICLE IX.  ADDITIONAL COVENANTS

 

9.1.          Employees and Employee Benefits.

 

(a)  

"Termination Fee" elsewhere:

CIT Group Inc (CIT)
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