Certain Payment Terms. No part of the Services Fee shall be refunded to the Client should the Offering fail to obtain qualification with the SEC. RDR shall engage in commercially reasonable steps to ensure qualification of the Offering, however RDR cannot and does not provide a guarantee that such offering will ultimately obtain SEC qualification. Clients who pay the engagement fee by check or bank wire will be contacted prior to the first and second payment due dates (30 days and 60 days after execution of this Agreement, respectively) to arrange payment for subsequent installment payments. Clients who desire to process any of the above referenced payments via credit or debit card may be assessed a 3% processing charge. Client hereby agrees and understands that the payment of the second and third installment payments is not subject to completion of the Form 1-A Offering Circular, submission of such Offering Circular to the SEC, or obtaining final SEC qualification of the Offering as RDR does not control the timing of Client provided data or timing of SEC comments and aggregation of needed information from the Client to address such SEC comments. Client hereby understands and agrees that by engaging RDR for services RDR will be assigning staff to work on the Client’s behalf to provide the services rendered under this Agreement. RDR’s internal policies limit the number of clients that can be assigned to RDR staff to ensure each Client is provided quality and timely services. Therefore, by engaging RDR the Client agrees that the timing and processing of the second and third installment payments is not dependent on progress related to preparation of the Offering. Should the Client delay in providing needed information to RDR for development of the Offering Documents, the second and third installment payments shall still be due, payable, and tendered to RDR on the due date referenced above. RDR retains the right to suspend work on any Client account should a contracted payment fall in arrears by more than ten (10) business days from such payment’s due date. RDR may terminate an account if a contracted payment is more than twenty (20) business days in arrears. RDR shall not be responsible for any SEC or state related compliance issues, including if a Client account is suspended or terminated due to a default payment or inactivity; nor shall RDR be contractually responsible for engaging with the SEC on the Client’s behalf from the date of account termination or suspension. Reactivatio...
Certain Payment Terms. Clients who pay the engagement fee by check or bank wire will be contacted prior to the first and second payment due dates (upon execution and 30 days after execution of this Agreement, respectively) to arrange payment for subsequent installment payments. Clients who desire to process any of the above referenced payments via credit or debit card shall be assessed a 3% processing charge. Client hereby agrees and understands that the payment of any installment payments is not subject to completion of the Private Placement Memorandum. Client hereby understands and agrees that by engaging RDR for Services, RDR will be assigning staff to work on the Client’s behalf to provide the Services rendered under this Agreement. RDR’s internal policies limit the number of clients that can be assigned to RDR staff to ensure each Client is provided quality and timely services. Therefore, by engaging RDR the Client agrees that the timing and processing of any installment payments is not dependent on progress related to preparation of the Offering. Should the Client delay in providing needed information to RDR for development of the Offering Documents, the installment payments shall still be due, payable, and tendered to RDR on the due date referenced above. RDR retains the right to suspend work on any Client account should a contracted payment fall in arrears by more than ten (10) business days from such payment’s due date. RDR may terminate an account if a contracted payment is more than twenty (20) business days in arrears. RDR shall not be responsible for any SEC or state related compliance issues, including if a Client account is suspended or terminated due to a default payment or inactivity. Reactivation of a terminated account will increase the time and effort to begin work on the file and, as such, a reactivation fee equal to $500.00 shall be assessed to the Client.
Certain Payment Terms. Clients who pay the engagement fee by check or bank wire will be contacted prior to the first and second payment due dates (upon execution and 60 days after execution of this Agreement, respectively) to arrange payment for subsequent installment payments. Client hereby agrees and understands that the payment of any installment payments is not subject to completion of the Portal. Client hereby understands and agrees that by engaging RDR for Services, RDR will be assigning staff to work on the Client’s behalf to provide the services rendered under this Agreement. RDR’s internal policies limit the number of clients that can be assigned to RDR staff to ensure each Client is provided quality and timely services. Therefore, by engaging RDR the Client agrees that the timing and processing of any installment payments is not dependent on progress related to the development of the Portal. Should the Client delay in providing needed information to RDR for development of the Portal, the second installment payment shall still be due, payable, and tendered to RDR on the due date referenced above. RDR retains the right to suspend work on any Client account should a contracted payment fall in arrears by more than ten (10) business days from such payment’s due date. RDR may terminate an account if a contracted payment is more than twenty (20) business days in arrears. RDR shall not be responsible for any SEC or state related compliance issues, including if a Client account is suspended or terminated due to a default payment or inactivity. Reactivation of a terminated account will increase the time and effort to begin work on the file and, as such, a reactivation fee equal to $500.00 shall be assessed to the Client.
Certain Payment Terms. In the event of a termination of this Agreement under Section 11.2 by reason of a material breach by Amgen, or any termination of this Agreement under Section 11.3 by Amgen, or termination of this Agreement by Array pursuant to Section 11.4, Amgen shall pay to Array an amount equal to: (i) the FTE amounts budgeted to be incurred by Array in accordance with the then-current Discovery Plan over the [***] immediately following the notice of termination under Section 11.2, Section 11.3 or Section 11.4 (the “Wind-Down Period”) (or such shorter period if less than [***] remains in the Discovery Program Term) related to matters under the Discovery Program; and (ii) any non-cancelable out-of-pocket costs reasonably incurred by Array hereunder in accordance with Section 6.2.3 (excluding any such commitments to the extent reimbursed in clause (i) above or otherwise). Amgen shall make the payments to Array under clauses (i) and (ii) above [***] after Array invoices Amgen therefor, and Amgen shall have no further obligation to fund any of Array’s activities under the Discovery Program or otherwise. For purposes of the foregoing, it is understood that with respect to Array FTEs, the FTE rate therefor shall be the FTE rate in effect as of the date of notice of termination for a termination event described in this Section 11.5.
Certain Payment Terms. Any Adverse Consequences payable to a Buyer Indemnified Party with respect to the matters set forth on Schedule 8.2 shall be satisfied from the Sellers in accordance with the terms set forth in this Agreement.
Certain Payment Terms
