Upfront Fee The Borrower shall pay to the Agent (for the account of each Original Lender) an upfront fee in the amount and at the times agreed in a Fee Letter.
Additional Payment In addition to any Spousal Support, in the event of Divorce: (check one)
Up-Front Fee The Borrowers shall pay to the Agent an up-front fee in the amount and at the times agreed in a Fee Letter.
Additional Payments If, for any taxable year, Executive shall be liable for the payment of an excise tax under Section 4999 and/or Section 409A or other substitute or similar tax assessment (the “Excise Tax”) of the Internal Revenue Code of 1986, as amended (the “Code”), including the corresponding provisions of any succeeding law, with respect to any payments or benefits under Section 9 of this Agreement or Sections 7 or 8 or any other provision of this Agreement, including but not limited to this Section 12 or under any benefit plan of the Company applicable to Executive individually or generally to executives or employees of the Company, then, notwithstanding any other provisions of this Agreement, the Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive, after deduction of the Excise Tax imposed on all such payments and benefits and of the federal, state and local income tax and Excise Tax imposed upon payments provided for in this Section 12, shall be equal to the payments and benefits due to the Executive hereunder and the payments and/or benefits due to the Executive under any benefit plan of the Company. Each Gross-Up Payment shall be made to Executive or as provided in Section 16 hereof, upon the later of (i) five (5) days after the date the Executive notifies the Company of its need to make such Gross-Up Payment, or (ii) the date of any payment causing the liability for such Excise Tax. The amount of any Gross-Up Payment under this section shall be computed by a nationally recognized certified public accounting firm designated jointly by the Company and the Executive. The cost of such services by the accounting firm shall be paid by the Company. If the Company and the Executive are unable to designate jointly the accounting firm, then the firm shall be the accounting firm used by the Company immediately prior to the Change in Control.
Rental Fee Is for one day only from 8:00 am to 12:00 midnight. Groups or Individuals requiring more than one day for their event will be charged a rental fee for each day required – no exceptions.
Exit Fee (a) In all events and under all circumstances, except as set forth in subsection (b) below, Borrowers shall be obligated to pay to Lender an exit fee (the “Exit Fee”) in an amount equal to $1,395,000,000.00 multiplied by the Applicable Exit Fee Percentage, which amount shall be payable as follows: (i) subject to the following clause (ii), upon any (and each) partial prepayment of the Loan, the First Mezzanine Loan, the Second Mezzanine Loan and/or the Third Mezzanine Loan in accordance with the terms hereof, excluding, however, the Mezzanine Prepayments, the Quarterly Deficiency Relinquishment Prepayment, if applicable, and any prepayment with the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price, if applicable, in addition to all other amounts payable to Lender under Section 2.4 hereof, Borrowers shall pay to Lender, on account of the Exit Fee, an amount equal to one percent (1%) of the amount so prepaid; (ii) upon any (and each) application of any Net Proceeds to the Debt in accordance with the terms of this Agreement, one percent (1%) of the amount thereof shall be retained by Lender on account of the Exit Fee and the balance thereof shall be applied to the Debt; and (iii) upon repayment in full of the Debt or the acceleration thereof in accordance with the terms of any of the Loan Documents, Borrowers shall pay to Lender the entire Exit Fee, calculated at the Applicable Exit Fee Percentage, less any amounts on account thereof previously paid to Lender under the foregoing clauses (i) and/or (ii) of this Section 2.8; provided, however, that if, upon the repayment in full of the Debt, the Applicable Exit Fee Percentage is one-half of one percent (0.50%) rather than one percent (1%), then Borrowers will receive a credit against the portion of the Exit Fee then due to make up for any overpayment on account of the Exit Fee under the foregoing clauses (i) and/or (ii) by virtue of having applied a one percent (1%) Applicable Exit Fee Percentage. In furtherance of the foregoing, each Borrower expressly acknowledges and agrees that (A) Lender shall have no obligation to accept any prepayment of the Loan, other than the Mezzanine Prepayments, the Quarterly Deficiency Relinquishment Prepayment, if applicable, and any prepayment with the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price, if applicable, unless and until Borrowers shall have complied with this Section 2.8, and (B) Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. (b) Notwithstanding the foregoing subsection (a) of this Section 2.8, Lender expressly acknowledges and agrees that no Exit Fee shall ever be due to Lender with respect to the Mezzanine Prepayments, the Quarterly Deficiency Relinquishment Prepayment, if applicable, or any prepayment with the proceeds of any Minimum Mandatory Prepayment (or any partial payment on account thereof), Non-Qualified Mandatory Prepayment, Additional Non-Qualified Mandatory Prepayment, Release Parcel Release Price, Adjacent Parcel Release Price and/or IP Release Price, if applicable. (c) Each Borrower expressly acknowledges and agrees that the Exit Fee (i) shall constitute additional consideration for the Loan, and (ii) shall, upon payment, be the sole and exclusive property of Lender.
Initial Fee In consideration of the rights and licenses granted to Licensee under this Agreement, Licensee shall pay Licensor an initial fee of $500,000 within [***] after the Effective Date.
Monthly Fee The fee for the parking spaces shall be $ per month for parking space(s). each all
Ticking Fee The Borrower shall pay to the Administrative Agent for the account of each Term B Lender in accordance with its Applicable Term B Percentage, a ticking fee (the “Ticking Fee”) (i) for the period commencing on the Closing Date and ending on (but not including) March 3, 2013, equal to 1.75% per annum on the actual daily amount by which the aggregate Term B Commitment (as it may be reduced by a Permitted Term B Reallocation) exceeds the sum of the aggregate Outstanding Amount of Term B Loans, subject to adjustment as provided in Section 2.16, and (ii) for the period commencing on March 3, 2013 and ending on the Term B Advance Period Termination Date, equal to 3.50% per annum on the actual daily amount by which the aggregate Term B Commitment (as it may be reduced by a Permitted Term B Reallocation) exceeds the sum of the aggregate Outstanding Amount of Term B Loans, subject to adjustment as provided in Section 2.16. The Ticking Fee shall accrue at all times during the Term B Advance Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Term B Advance Period Termination Date. The Ticking Fee shall be calculated quarterly in arrears.
Closing Fee On the Effective Date, the Borrower agrees to pay to the Administrative Agent and each Lender all loan fees as have been agreed to in writing by the Borrower and the Administrative Agent.
