Brand Amount; Assignment for Security Clause Samples
Brand Amount; Assignment for Security a. Except with respect to Brand Income in the form of stock or other equity interests (which is addressed in Section 2 of Exhibit B) or as otherwise agreed in writing by Fantex in its sole discretion with respect to Merchandise Income (on a case-by-case basis), Participant shall pay to Fantex an amount of cash equal to the Brand Amount, subject and pursuant to the terms of Section 4.1 of the Standard Terms and Conditions. To secure Fantex’s right to receive the payment equal to the Brand Amount, to the maximum extent permitted under applicable law in effect from time to time, Participant hereby assigns (as and when earned), or will assign when Participant has an assignable interest in any future Brand Amounts, to Fantex, all right, title and interest in and to the Brand Amount. The “Brand Amount” means an amount equal to the product obtained by multiplying (i) any and all Brand Income earned by Participant (whether or not contracted or paid through any third party for or on behalf of Participant, such as a personal services corporation, agency, or otherwise) during the Term, less any applicable Merchandise Income Deduction, by (ii) the Brand Percentage.
Brand Amount; Assignment for Security. 3.1. Participant shall pay to Vestible an amount of cash equal to the Brand Amount, subject and pursuant to the terms of Section 4.1 of the Terms and Conditions. To secure Vestible’s right to receive the payment equal to the Brand Amount, to the maximum extent permitted under applicable law in effect from time to time, Participant hereby assigns (as and when earned), or will assign when Participant has an assignable interest in any future Brand Amounts, to Vestible, all right, title and interest in and to the Brand Amount. Participant agrees to have all Brand Amounts automatically deposited via direct wire deposit into the wire account specified by Vestible.
3.2. Prior to receipt of any Brand Income (other than Nonrecurring Brand Income) after the Closing, except as otherwise agreed to in writing by Vestible (email correspondence from the CEO, Chief Financial Officer or Chief Legal Officer of Vestible is acceptable), Participant shall (a) execute and deliver to each payor of Brand Income under all contracts existing at such time an irrevocable payment instruction in the form attached as Exhibit C, and (b) execute and deliver such additional documents or take such other actions as reasonably requested by Vestible to effectuate and perfect an assignment by Participant of the Brand Amount to secure Participant’s payment obligations to Vestible hereunder. To the extent that (x) any part of the Brand Amount is resulting from Nonrecurring Brand Income, (y) it is not commercially practical, without unreasonable burden to Participant, for installments of the Brand Amount to be delivered directly to Vestible, or (z) any assignment of the Brand Amount (or any portion thereof) is deemed invalid or not enforceable, then such installments of the Brand Amount shall be received by Participant as agent for Vestible, and Participant shall pay and deliver such installments of the Brand Amount to Vestible promptly after the receipt of the corresponding Brand Income by Participant (but in no event later than the fifteenth (15th) day following the receipt of such Brand Income) pursuant to the timing and other terms as set forth in Section 4.1 of the Terms and Conditions.