Common use of Conditions to Payment of Fees; Right of Offset Clause in Contracts

Conditions to Payment of Fees; Right of Offset. Each payment of fees described in this Article 7 shall be conditioned upon there being no uncured event of default by Xxxx under this Agreement or any Approved Affiliate Agreement. All fees except the Incentive Fee and any fees paid pursuant to the Infrastructure Improvements Agreement(s) will be included in the Final Project Budget to be approved by WPHC. With respect to fees payable prior to Final Closing, if the Construction Loan does not provide a source of funding for such fees, then payment of such fees shall be deferred until the later of the date(s) the Construction Loan permits such funding or until the Final Closing. All fees payable to Xxxx shall be subject to a right of offset in favor of the Company and WPHC with respect to any claims or damages they may have against Xxxx and for any Development Deficits and Operating Deficits. In the event of the withdrawal, resignation or Removal of Xxxx as a Member and Manager prior to the Final Closing Date, except in the case of Removal of Xxxx due to Xxxx failing to provide a Construction Loan acceptable to all the Members, in which case no fees shall have been earned by or be due to Xxxx, Xxxx shall be entitled to fees, except the Incentive Fee, fully earned and accrued through the date of his Removal when and as such fees are otherwise payable pursuant to this Agreement, subject to the foregoing right of offset and provided that WPHC has been fully compensated for its out of pocket expenses with respect to the Project. In no event shall the Removal of Xxxx accelerate the due date for any fees earned by Xxxx during the period prior to his Removal.

Conditions to Payment of Fees; Right of Offset. Each payment of fees described in this Article 7 shall be conditioned upon there being no uncured event of default by Xxxx Feld under this Agreement or any Approved Affiliate Agreement. In xxx event of nonpayment of fees due to an uncured default, if such default is subsequently cured prior to withdrawal, resignation or removal of Feld as a Member and Manager, then the unpaid fees shall be payable, xxbject to all the terms and provisions of this Agreement. All fees except the Incentive Fee and any fees paid pursuant to the Infrastructure Improvements Agreement(s) will be included in the Final Project Budget to be approved by WPHC. With respect to fees payable prior to Final Closing, if the Construction Loan does not provide a source of funding for such fees, then payment of such fees shall be deferred until the later of the date(s) the Construction Loan permits such funding or until the Final Closing. All fees payable to Xxxx Feld shall be subject to a right of offset in favor of the Company and xxx WPHC with respect to any claims or damages they may have against Xxxx Feld and for any Development Deficits and Operating Deficits. In the event txx xvent of the withdrawal, resignation or Removal of Xxxx Feld as a Member and Manager prior to the Final Closing Date, except in excepx xx the case of Removal of Xxxx Feld due to Xxxx Feld failing to provide a Construction Loan acceptable to all xx xll the MembersMxxxxrs, in which case no fees shall have been earned by or be due to XxxxFeld, Xxxx Feld shall be entitled to fees, except the Incentive Fee, fully earned fulxx xarxxx and accrued through the date of his Removal when and as such fees are otherwise payable pursuant to this Agreement, subject to the foregoing right of offset and provided that WPHC has been fully compensated for its out of pocket expenses with respect to the Project. In no event shall the Removal of Xxxx Feld accelerate the due date for any fees earned by Xxxx Feld during the period xxxiod prior to his Removal.

Conditions to Payment of Fees; Right of Offset. Each payment of fees described in this Article 7 shall be conditioned upon there being no uncured event of default by Xxxx under this Agreement or any Approved Affiliate Agreement. In the event of nonpayment of fees due to an uncured default, if such default is subsequently cured prior to withdrawal, resignation or removal of Xxxx as a Member and Manager, then the unpaid fees shall be payable, subject to all the terms and provisions of this Agreement. All fees except the Incentive Fee and any fees paid pursuant to the Infrastructure Improvements Agreement(s) will be included in the Final Project Budget to be approved by WPHC. With respect to fees payable prior to Final Closing, if the Construction Loan does not provide a source of funding for such fees, then payment of such fees shall be deferred until the later of the date(s) the Construction Loan permits such funding or until the Final Closing. All fees payable to Xxxx shall be subject to a right of offset in favor of the Company and WPHC with respect to any claims or damages they may have against Xxxx and for any Development Deficits and Operating Deficits. In the event of the withdrawal, resignation or Removal of Xxxx as a Member and Manager prior to the Final Closing Date, except in the case of Removal of Xxxx due to Xxxx failing to provide a Construction Loan acceptable to all the Members, in which case no fees shall have been earned by or be due to Xxxx, Xxxx shall be entitled to fees, except the Incentive Fee, fully earned and accrued through the date of his Removal when and as such fees are otherwise payable pursuant to this Agreement, subject to the foregoing right of offset and provided that WPHC has been fully compensated for its out of pocket expenses with respect to the Project. In no event shall the Removal of Xxxx accelerate the due date for any fees earned by Xxxx during the period prior to his Removal.

Conditions to Payment of Fees; Right of Offset. Each payment of fees described in this Article 7 shall be conditioned upon there being no uncured event of default by Xxxx Feld under this Agreement or any Approved Affiliate Xxxxliate Agreement. In the event of nonpayment of fees due to an uncured default, if such default is subsequently cured prior to withdrawal, resignation or removal of Feld as a Member and Manager, then the unpaid fexx xhall be payable, subject to all the terms and provisions of this Agreement. All fees except the Incentive Fee and any fees paid pursuant to the Infrastructure Improvements Agreement(s) will be included in the Final Project Budget to be approved by WPHC. With respect to fees payable prior to Final Closing, if the Construction Loan does not provide a source of funding for such fees, then payment of such fees shall be deferred until the later of the date(s) the Construction Loan permits such funding or until the Final Closing. All fees payable to Xxxx Feld shall be subject to a right of offset in favor faxxx of the Company and WPHC with respect to any claims or damages they may have against Xxxx Feld and for any Development Deficits and Operating Deficits. In the event xxxxt of the withdrawal, resignation or Removal of Xxxx Feld as a Member and Manager prior to the Final Fixxx Closing Date, except in the case of Removal of Xxxx Feld due to Xxxx Feld failing to provide a Construction Construcxxxx Loan acceptable acxxxxable to all the Members, in which case no fees shall have been earned by or be due to XxxxFeld, Xxxx Feld shall be entitled to fees, except the Incentive Fee, fees fully earned and accrued eaxxxx anx xxcrued through the date of his Removal when and as such fees are otherwise payable pursuant to this Agreement, subject to the foregoing right of offset and provided that WPHC has been fully compensated for its out of pocket expenses with respect to the Project. In no event shall the Removal of Xxxx Feld accelerate the due date for any fees earned by Xxxx earnxx xy Feld during the period prior to his Removal.

Conditions to Payment of Fees; Right of Offset. Each payment of fees described in this Article 7 shall be conditioned upon there being no uncured event of default by Xxxx Feld under this Agreement or any ox xxy Approved Affiliate Agreement. In the event of nonpayment of fees due to an uncured default, if such default is subsequently cured prior to withdrawal, resignation or removal of Feld as a Member and Manager, txxx the unpaid fees shall be payable, subject to all the terms and provisions of this Agreement. All fees except the Incentive Fee and any fees paid pursuant to the Infrastructure Improvements Agreement(s) will be included in the Final Project Budget to be approved by WPHC. With respect to fees payable prior to Final Closing, if the Construction Loan does not provide a source of funding for such fees, then payment of such fees shall be deferred until the later of the date(s) the Construction Loan permits such funding or until the Final Closing. All fees payable to Xxxx Feld shall be subject to a right of righx xx offset in favor of the Company and WPHC with respect to any claims or damages they may have against Xxxx Feld and for any Development Deficits and Operating DeficitsDxxxxits. In the event of the withdrawal, resignation or Removal of Xxxx Feld as a Member and Manager prior xxxor to the Final Closing Date, except in the case of Removal of Xxxx Feld due to Xxxx Feld failing to provide pxxxxde a Construction Conxxxxction Loan acceptable to all the Members, in which case no fees shall have been earned by or be due to XxxxFeld, Xxxx Feld shall be entitled to fees, except the Incentive Fee, fully xx feex xxlly earned and accrued through the date of his Removal when and as such fees are otherwise payable pursuant to this Agreement, subject to the foregoing right of offset and provided that WPHC has been fully compensated for its out of pocket expenses with respect to the Project. In no event shall the Removal of Xxxx Feld accelerate the due date for any fxx xny fees earned by Xxxx Feld during the period prior to his tx xxs Removal.