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 Feld under this Agreement or any Approved 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 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 Feld shall be subject to a right of offset in faxxx of the Company and WPHC with respect to any claims or damages they may have against Feld and for any Development Deficits. In the xxxxt of the withdrawal, resignation or Removal of Feld as a Member and Manager prior to the Fixxx Closing Date, except in the case of Removal of Feld due to Feld failing to provide a Construcxxxx Loan acxxxxable to all the Members, in which case no fees shall have been earned by or be due to Feld, Feld shall be entitled to fees fully 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 Feld accelerate the due date for any fees 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 Feld under this Agreement or any Approved Xxxxliate Affiliate Agreement. In the 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 fexx xhall fees shall be payable, subject xxbject to all the terms and provisions of this Agreement. All fees except the Incentive Fee 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 Feld shall be subject to a right of offset in faxxx favor of the Company and xxx WPHC with respect to any claims or damages they may have against Feld and for any Development Deficits and Operating Deficits. In the xxxxt txx xvent of the withdrawal, resignation or Removal of Feld as a Member and Manager prior to the Fixxx Final Closing Date, except in excepx xx the case of Removal of Feld due to Feld failing to provide a Construcxxxx Construction Loan acxxxxable to all acceptable xx xll the MembersMxxxxrs, in which case no fees shall have been earned by or be due to Feld, Feld shall be entitled to fees fully eaxxxx anx xxcrued fees, except the Incentive Fee, 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 Feld accelerate the due date for any fees earnxx xy earned by 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 Feld under this Agreement or any ox xxy Approved Xxxxliate 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, then txxx the unpaid fexx xhall fees shall be payable, subject to all the terms and provisions of this Agreement. All fees 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 Feld shall be subject to a right of righx xx offset in faxxx favor of the Company and WPHC with respect to any claims or damages they may have against Feld and for any Development DeficitsDxxxxits. In the xxxxt event of the withdrawal, resignation or Removal of Feld as a Member and Manager prior xxxor to the Fixxx Final Closing Date, except in the case of Removal of Feld due to Feld failing to provide pxxxxde a Construcxxxx Conxxxxction Loan acxxxxable acceptable to all the Members, in which case no fees shall have been earned by or be due to Feld, Feld shall be entitled to fees fully eaxxxx anx xxcrued 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 Feld accelerate the due date for any fxx xny fees earnxx xy earned by Feld during the period prior to his tx xxs 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 Feld Xxxx under this Agreement or any Approved Xxxxliate 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 Xxxx as a Member and Manager, then the unpaid fexx xhall fees shall be payable, subject to all the terms and provisions of this Agreement. All fees except the Incentive Fee 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 Feld Xxxx shall be subject to a right of offset in faxxx favor of the Company and WPHC with respect to any claims or damages they may have against Feld Xxxx and for any Development Deficits and Operating Deficits. In the xxxxt event of the withdrawal, resignation or Removal of Feld Xxxx as a Member and Manager prior to the Fixxx Final Closing Date, except in the case of Removal of Feld Xxxx due to Feld Xxxx failing to provide a Construcxxxx Construction Loan acxxxxable acceptable to all the Members, in which case no fees shall have been earned by or be due to FeldXxxx, Feld Xxxx shall be entitled to fees fees, except the Incentive Fee, fully eaxxxx anx xxcrued 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 Feld Xxxx accelerate the due date for any fees earnxx xy Feld earned by Xxxx during the period prior to his Removal.