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Discontinuance Fee Sample Clauses

Discontinuance Fee. The parties have mutually agreed upon the Fees for the Services to be provided hereunder based upon volumes Client has represented in Exhibit B, Section 2 and the Term of this Agreement. Because of the impracticable or extreme difficulty in ascertaining the actual damages to InfoSend that would result from a termination of the Agreement prior to the expiration of the then-current term, Client agrees to pay a discontinuance fee to InfoSend in the event that (i) Client terminates the Agreement without cause prior to the expiration of the then-current term; or (ii) the Agreement is terminated due to a breach by Client prior to the expiration of the then- current term. The discontinuance fee will be equal to two (2) months of the Client’s average monthly billing for the previous six (6) months of Service (excluding any postage charges and professional services fees that were invoiced in that time period). Client agrees to pay the discontinuance fee prior to the effective date of such termination and in addition to all other payables then due and owing to InfoSend. The parties agree that the amount of the discontinuance fee is a reasonable forecast of the just compensation for the harm to InfoSend caused by an early termination of this Agreement, and not a penalty.
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Discontinuance Fee. (a) Non-Print and Mail Processing. The Parties have mutually agreed upon the fees for non-Print and Mail Products and Services provided hereunder based upon certain assumed volumes of business activity, and the Term of this Agreement. Customer understands that without the certainty of revenue promised by the commitments set forth in this Agreement, CSG would have been unwilling to provide the Products and Services in accordance with the terms set forth herein. Because of the difficulty in ascertaining CSG’s actual damages for a termination of this Agreement by Customer without cause or other breach of this Agreement by Customer resulting in termination of this Agreement by CSG, Customer agrees that, upon termination of this Agreement in its entirety for reasons other than by a Party pursuant to section 12.7 or by Customer pursuant to section ***(*), (*), (*) or (*), in addition to all other amounts then due and owing to CSG for Products and Services previously rendered, Customer will pay to CSG (as a liquidated damage and not as a penalty) an amount equal to (i) the ***** ******** ****** (*****) multiplied by (ii) the *********** ******* of the ******* ********** (the ************ ************** ****). Customer agrees that such amount is a reasonable estimation of the actual damages which CSG would suffer if CSG were to fail to receive the business contemplated in this Agreement. The Parties agree that, excluding any other undisputed amounts due and owing to CSG at the time of such breach, the liquidated damages for non-Print and Mail Products and Services set forth in this section 6.4 shall be available to CSG only as set forth expressly in this subsection (a) to section 6.4, and such liquidated damages shall be CSG’s sole and exclusive remedy at law or equity for termination of this Agreement prior to the Term.
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Discontinuance Fee. CSG and Customer agree to amend section 6.4 “Discontinuance Fee” of Article 6, “Termination,” by deleting it in its entirety and replacing it with the following:
Sample 1
Discontinuance Fee. The parties have mutually agreed upon the fees for the Subscription Services to be provided hereunder based upon certain assumed volumes of processing activity, and the Contract Term. Customer acknowledges and agrees that, without the certainty of revenue promised by the commitments set forth in this Agreement, SambaSafety would have been unwilling to provide the Subscription Services at the fees set forth in this Agreement. Because of the difficulty in ascertaining SambaSafety’s actual damages for a termination or other breach of this Agreement by Customer with respect to an earlier termination or Customer’s failure to achieve the Minimum Number of Drivers throughout the entirety of the Contract Term, Customer agrees that prior to any termination taking effect and in addition to all other amounts then due and owing to SambaSafety, Customer will pay to SambaSafety (as a contract discontinuance fee and not as a penalty) an amount equal to the balance of the fees that would have been due under this Agreement had there been no termination, but in no event less than the fifty percent (50%) of the Monthly Minimum multiplied by the number of months remaining in the remaining Contract Term (“Discontinuance Fee”). Customer acknowledges and agrees that the Discontinuance Fee is a reasonable estimation of the actual damages that SambaSafety would suffer if SambaSafety were to fail to receive the amount of processing business contemplated by this Agreement. Customer shall not be required to pay the Discontinuance Fee if SambaSafety terminates this Agreement other than as a result of Customer’s breach of its obligations hereunder or if Customer terminates this Agreement for a material, uncured breach by SambaSafety of one of its material obligations under this Agreement.
Sample 1
Discontinuance Fee. The parties have mutually agreed upon the Fees for the Services to be provided hereunder based upon volumes Client has represented in Exhibit B, Section 2 and the Term of this Agreement. Because of the difficulty in ascertaining the actual damages to InfoSend that would result from a premature termination of the Agreement, Client agrees to pay a discontinuance fee to InfoSend in the event that (i) Client terminates the Agreement without cause prior to the expiration of the then-current term; or (ii) the Agreement is terminated due to a breach by Client prior to the expiration of the then-current term. The discontinuance fee will be equal to two (2) months of the Client’s average monthly billing for the previous six (6) months of Service (excluding any postage charges and professional services fees that were invoiced in that time period). Client agrees to pay the discontinuance fee prior to the effective date of such termination and in addition to all other payables then due and owing to InfoSend.
Sample 1
Discontinuance Fee. The parties have mutually agreed upon the Fees for the Services to be provided hereunder based upon certain assumed volumes, and the Term of this Agreement. Because of the difficulty in ascertaining InfoSend’s actual damages for Client’s termination without cause or a termination of the Agreement due to a breach by Client prior to the expiration of the then-current Term, Client agrees that, prior to the effective date of such termination and in addition to all other payables then due and owing to InfoSend, Client will pay to InfoSend the following discontinuance fee: The discontinuance fee is equal to two (2) months of the Client’s average monthly billing for the previous 6 months of Service (excluding any postage charges and professional services fees that were invoiced in that time period). Client shall not be required to pay the Discontinuance Fee if InfoSend terminates the Agreement pursuant to Xxxxxxx 0, Xxxxxxxxx (x).
Sample 1
Discontinuance Fee. CSG has determined the fees for the CCS Services hereunder based upon certain assumed volumes of processing activity for the System Sites and the length of the term of this Schedule A. Customer ---------- acknowledges that, without the certainty of revenue promised by the commitments set forth in this Master Agreement CSG would have been unwilling to provide the CCS Services at the fees set forth in Schedule F. Because of the difficulty in ascertaining CSG's actual damages for a termination or other breach of this Master Agreement or Schedule A by Customer resulting in a termination of this -------- Master Agreement or Schedule A before the expiration of the then-current term with respect to one or more System Sites, Customer agrees that prior to such termination and in addition to all other amounts then due and owing to CSG, Customer will pay to CSG (as a contract discontinuance fee and not as a penalty) an amount equal to ***. If this Schedule A is terminated with respect to less ---------- than all of the System Sites, ***. Customer acknowledges and agrees that the Discontinuance Fee is a reasonable estimation of the actual damages which CSG would suffer if CSG were to fail to receive the amount of processing business contemplated by this Schedule A. ----------
Sample 1
Discontinuance Fee. The Parties have mutually agreed upon the fees for Products and Services provided hereunder based upon certain assumed volumes of business activity, exclusivity restrictions, and the Initial Term of this Agreement. Customer understands that without the certainty of revenue promised by the commitments set forth in this Agreement, CSG would have been unwilling to provide the Products and Services in accordance with the terms set forth herein. Because of the difficulty in ascertaining CSG’s actual damages for a termination of this Agreement by Customer without cause or other breach of this Agreement by Customer resulting in termination of this Agreement by CSG, Customer agrees that, upon termination of this Agreement in its entirety for reasons other than by a Party pursuant to Section **** or by Customer pursuant to Section ***(*), (*), (*) or (*), or if the termination of this Agreement is by CSG pursuant to Section ***(*), (*), (*) or (*), in addition to all other amounts then due and owing to CSG for Services previously rendered, Customer will pay to CSG (as a liquidated damage and not as a penalty) an amount equal to (i) the ***** ******** ****** ********** by (ii) the *********** ******* of the ******* ********** (the “Termination Discontinuance Fee”). For purposes of determining the extent to which the ******* ********** is met, Customer will be ******** for **% of any ******** *********** ********** by the ****** ** ****** between (i) the ***** ********* *********** and (ii) the *********** ****. If a termination occurs under circumstances giving rise to the Termination Discontinuance Fee, but prior to the Conversion Date and payment of the ********** *****, then in **** of the *********** ************** ***, Customer will ********* *** for the ********* ** *** ********* ********** ******** provided after the Effective Date at the rate of $****** per **** incurred to the date of termination, plus all ********** ******* ******** **** prior to termination, plus an amount equal to (i) the ******* *** ********** by (ii) the ****** ** ****** ********* ******* ******** *** ****, following the effective date of termination. Customer agrees that either such amount is a reasonable estimation of the actual damages which CSG would suffer if CSG were to fail to receive the business contemplated in this Agreement. The Parties agree that, excluding any other undisputed amounts due and owing to CSG at the time of such breach, the liquidated damages set forth in this...
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Related to Discontinuance Fee

  • Maintenance Fee The Maintenance Fee (SEE SCHEDULE - ACCUMULATION PERIOD) will be deducted during the Accumulation Period from the Account Value on each anniversary of the Account Effective Date and upon withdrawal of the entire Account.

  • Forbearance Fee In consideration of the Lender’s agreements set forth herein, Obligors agree to pay the Lender a non-refundable forbearance fee in the amount of $2,500.00 (the “Forbearance Amendment Fee”). The Forbearance Amendment Fee shall be: (i) fully earned by the Lender as of the Fourth Forbearance Amendment and Eighteenth Amendment Effective Date; (ii) retained by the Lender as a fee under all circumstances and shall not be applied in reduction of any other of the Obligations; and (iii) paid to the Lender in good and collected funds upon the execution of this Agreement.

  • Maintenance Fees In case the Current account balance is less than a specific amount determined by the Bank management (subject to amendment from time to time), then the Bank may impose charges against the account’s maintenance which will be advertised at the Bank’s website and branches.

  • Cash Fee The Company shall pay to Xxxxxxxxxx a cash fee, or as to an underwritten Offering an underwriter discount, equal to 7.0% of the aggregate gross proceeds raised in each Offering.

  • Allocations During the Controlled Accumulation Period During the Controlled Accumulation Period (A) an amount equal to the product of (I) the sum of the Class B Principal Percentage and the Collateral Principal Percentage and (II) the Principal Allocation Percentage and (III) the Series 1997-1 Allocation Percentage and (IV) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 1997-1 Certificateholders and retained in the Collection Account until applied as provided herein and (B) an amount equal to the product of (I) the Class A Principal Percentage and (II) the Principal Allocation Percentage and (III) the Series 1997-1 Allocation Percentage and (IV) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date (such product for any such date, a "Percentage Allocation") shall be allocated to the Series 1997-1 Certificateholders and retained in the Collection Account until applied as provided herein; provided, however, that if the sum of such Percentage Allocation and all preceding Percentage Allocations with respect to the same Monthly Period exceeds the Controlled Deposit Amount for the related Distribution Date, then such excess shall not be treated as a Percentage Allocation and shall be first, if any other Principal Sharing Series is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date, and second paid to the Holders of the Transferor Certificates only if the Transferor Amount on such Deposit Date is greater than the Required Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

  • Disposition Fee The fee payable to the Advisor under certain circumstances in connection with the Sale of one or more Properties pursuant to Section 8(c).

  • Licence Fee The Licensee must pay the Licence Fee to the School Council: (a) at the School Council’s address specified in Item 15 of Schedule 1 (or to any other address as the School Council notifies the Licensee by Notice from time to time); and (b) without demand by the School Council at the times and in the manner set out in Item 7 of Schedule 1 (or at such other times or in such other manner as the School Council notifies the Licensee by Notice from time to time).

  • License Maintenance Fee Beginning and each thereafter, ***** will pay Stanford a yearly license maintenance fee of $ . Yearly maintenance payments are nonrefundable.

  • Issuance Fee In addition to the foregoing commission, the Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender, an issuance fee with respect to each Letter of Credit as set forth in the Fee Letter. Such issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand of the Administrative Agent.

  • Distribution Fee The distribution fee payable to the Dealer Manager as additional compensation for serving as the dealer manager for the Offering and reallowable to Soliciting Dealers with respect to Shares sold by them, as described in the Corporation’s Prospectus.

Most Referenced Clauses

Most Referenced Definitions