Compensation of Agents. Each Agent shall be entitled to reasonable compensation as may be agreed from time to time between the Borrower and such Agent, for all services rendered under this Agreement and the other Financing Documents to which it is a party and such compensation, together with reimbursement of such Agent in its individual capacity (and its agency capacity) for its advances, disbursements and reasonable expenses in connection with the performance of the trust and activities provided for herein (including the reasonable fees and expenses of its agents and of counsel, accountants and other experts), shall be paid in full by the Borrower promptly following demand from such Agent, from time to time as services are rendered and expenses are incurred. All such payments made by the Borrower to any Agent, shall be made free and clear of all present and future income, stamp or other taxes, levies and withholdings imposed, assessed, levied or collected by the government of the United States of America or any political subdivision or taxing authority thereof. Except as otherwise expressly provided herein, no Lender shall have any liability for any fees, expenses or disbursements of any Agent. Upon its resignation or removal, each Agent shall be entitled to the prompt payment by the Borrower of its compensation and indemnification for the services rendered under this Agreement and the other Financing Documents to which it is a party, and to reimbursement of all reasonable out-of-pocket expenses up to the date of resignation or removal (including the reasonable fees and expenses of counsel, if any) incurred in connection with the performance of such services. The agreements in this Section 8.08 shall survive any resignation or removal of any Agent and the termination of the other provisions of this Agreement.
Compensation of Agents. The Borrower shall pay from time to time all reasonable and documented fees, costs and expenses of each Agent required to be paid by the Borrower as previously agreed in writing by the Borrower and such Agent.
Compensation of Agents. Lessee shall not be obligated to pay any fees or expenses of any Agent in connection with the performance of its obligations hereunder, except as provided in Section 9.9.
Compensation of Agents. Each Agent shall be entitled to certain compensation for its services as follows:
(a) The Borrowers shall pay the Administrative Agent quarterly in advance for each calendar quarter an Administrative Agent fee dependent upon the Pricing Tier of the Borrowers for such calendar quarter, as follows: Pricing Tier 1 $ 7,500 per calendar quarter Pricing Tier 2 $ 7,500 per calendar quarter Pricing Tier 3 $ 7,500 per calendar quarter Pricing Tier 4 $10,000 per calendar quarter Pricing Tier 5 $12,500 per calendar quarter
(b) For every month that the Collateral Agent conducts an inspection, the Lenders will pay the Collateral Agent a fee of five hundred dollars ($500) plus fifty-two dollars ($52) per location inspected, other than the Company's headquarters location, and two dollars ($2) for each Unit inspected in the manner contemplated by Section 8.01(b). The Collateral Agent will xxxx the Administrative Agent on a quarterly basis for such services and the Administrative Agent then will xxxx each Lender its Pro Rata Percentage of such charges.
(c) The Borrowers will pay the Collateral Agent a fee of seven hundred fifty dollars ($750) per day plus out of pocket expenses for (1) the Field Audits contemplated by Section 8.01(b)(4), and (2) any additional Field Audits that the Required Lenders, in their reasonable discretion, deem it necessary for the Collateral Agent to conduct on behalf of the Lenders at the Company's headquarters.
(d) In consideration of the services performed or to be performed by BOA in its capacity as Collateral Agent and Documentation Agent, the Borrowers will pay BOA annually in advance a single fee of five thousand dollars ($5,000), with the first such annual payment to be paid at the closing of the transactions contemplated by this Agreement. The Documentation Agent shall have no further duties and shall perform no other services after the closing of the transactions contemplated by this Agreement, so all payments subsequent to the payment made at the closing of the transactions contemplated by this Agreement shall be solely in respect of service as the Collateral Agent.
Compensation of Agents. The Subscriber understands that, in connection with the issue and sale of Units pursuant to the Treasury Offering, the Agents will receive from the Corporation on Closing:
(a) a cash commission equal to 6% of the aggregate gross proceeds of the Treasury Offering, payable in cash; and
(b) warrants (the “Broker Warrants”) equal to 5% of the number of Notes included in the Units sold in the Treasury Offering excluding up to $1,100,000 worth of Units that may be sold to persons designated by the Selling Shareholders and excluding certain additional Units which may be issued to Subscribers after the Closing of the Treasury Offering in compliance with the terms and conditions of the Agency Agreement. Each Broker Warrant shall be exercisable at any time and automatically upon completion of an IPO without payment of further consideration for one broker option (the “Broker Options”). Each Broker Option will entitle the holder to purchase one Note, if exercised prior to completion of an IPO and one Common Share if exercised after completion of an IPO, at a price of US$1.40 per Note or Common Share, respectively, for a period of three years from the First Closing Date. The Subscriber understands that, in connection with the issue and sale of Additional Notes pursuant to the Secondary Offering, the Agents will receive from the Selling Shareholders on Closing a cash commission equal to 6% of the aggregate gross proceeds of the Secondary Offering, payable in cash. No other fee or commission is payable by the Corporation or the Selling Shareholders in connection with the completion of the Offering. However, the Corporation will pay certain fees and expenses of the Agents in connection with the Offering as set out in the Agency Agreement.
Compensation of Agents. (i) The Subscriber understands that the Agents will receive a commission from Apollo in connection with the Offering payable in cash equal to 6.5% of the subscription price received by Apollo from the sale ox xxx Flow-Through Shares.
(ii) No other fee or commission is payable by Apollo in connection with the sale of the Flow-Through Shares; however, Apollo will pay certaix xxxx and expenses of the Agents in connection with the Offering as set out in the Engagement Letter.
Compensation of Agents. (OPTIONAL)
Compensation of Agents. The Issuer will sell the Preferred Securities to Conservation Trust at a purchase price of $[ ]. Conservation Trust will in turn issue and sell the CT Notes to the Underwriters in accordance with the terms of a Purchase Agreement being executed simultaneously herewith (the "Purchase Agreement"). The CT Notes will be offered by the Underwriters by means of an offering circular of Conservation Trust (the "Offering Circular") that will include as an attachment a Prospectus of the Issuer described below. Prior to the date hereof, Conservation Trust and the Issuer have delivered to the Agents a preliminary offering circular of Conservation Trust (the "Preliminary Offering Circular") that includes as an attachment a preliminary prospectus dated [_____________].
Compensation of Agents. The Issuer will sell the Preferred Securities to Conservation Trust at a purchase price of $121,653,750. Conservation Trust will in turn issue and sell the CT Notes to the Underwriters in accordance with the terms of a Purchase Agreement being executed simultaneously herewith (the "Purchase Agreement"). The CT Notes will be offered by the Underwriters by means of an offering circular of Conservation Trust (the "Offering Circular") that will include as an attachment a prospectus supplement and the Base Prospectus of the Issuer described below. Prior to the date hereof, Conservation Trust and the Issuer have delivered to the Agents a preliminary offering circular of Conservation Trust (the "Preliminary Offering Circular") that includes as an attachment a preliminary prospectus supplement dated November 18, 2004, and the Base Prospectus of the Issuer.
Compensation of Agents
