Common use of Engagement and Term Clause in Contracts

Engagement and Term. Rialto Markets LLC’s engagement will commence upon your countersignature of this Agreement, and will terminate on the first to occur of (i) the one-year anniversary of this Agreement or (ii) closing of the Financing. (the "Term"). Rialto Markets LLC will have the right to immediately terminate this Agreement upon your breach of any provisions in this Agreement by written notice to you (the date of the end of the Term or other termination hereunder, the “Termination Date”). You acknowledge and agree that the provisions relating to the payment of any fees and expenses, indemnification, limitations on the liability of Indemnified Persons (as defined in Schedule A), will survive any such termination. Rialto Markets LLC will be entitled to the fees provided below. As it relates to Deal Structure and Investor Outreach fees, Rialto Markets LLC will be entitled to the fees provided below should a Financing be completed, in whole or in part, during the term of the Agreement whether or not Rialto Markets LLC effected the original introduction. Rialto Markets LLC will also be entitled to the fees provided below should a Financing be completed where a definitive agreement for such Financing has been signed within the Tail Period with a party introduced or developed by Rialto Markets LLC, the Company or a third party prior to termination of this Agreement. The Company will promptly notify Rialto Markets LLC of any approaches it makes or receives from third parties prior to the Termination Date. The Tail Period shall run for the same number of months as the Term, up to a maximum period of twelve months and shall commence upon the later of the Termination Date or that subsequent date when any Rialto Markets LLC invoice outstanding as of the Termination Date has been paid in full, except as-yet-unsubmitted expenses.

Appears in 2 contracts

Samples: Regulation A+ Advisory Agreement (Verde Bio Holdings, Inc.), RYSE, Inc.

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Engagement and Term. Rialto Markets LLC’s 's engagement will commence upon your countersignature of this Agreement, and will terminate on the first to occur of (i) the one-year anniversary of this Agreement or (ii) closing of the Financing. (the "Term"). Rialto Markets LLC will have the right to immediately terminate this Agreement upon your breach of any provisions in this Agreement by written notice to you (the date of the end of the Term or other termination hereunder, the "Termination Date"). You acknowledge and agree that the provisions relating to the payment of any fees and expenses, indemnification, limitations on the liability of Indemnified Persons (as defined in Schedule A), will survive any such termination. Rialto Markets LLC will be entitled to the fees provided below. As it relates to Deal Structure and Investor Outreach fees, Rialto Markets LLC will be entitled to the fees provided below should a Financing be completed, in whole or in part, during the term of the Agreement whether or not Rialto Markets LLC effected the original introduction. Rialto Markets LLC will also be entitled to the fees provided below should a Financing be completed where a definitive agreement for such Financing has been signed within the Tail Period with a party introduced or developed by Rialto Markets LLC, the Company or a third party prior to termination of this Agreement. The Company will promptly notify Rialto Markets LLC of any approaches it makes or receives from third parties prior to the Termination Date. The Tail Period shall run for the same number of months as the Term, up to a maximum period of twelve months and shall commence upon the later of the Termination Date or that subsequent date when any Rialto Markets LLC invoice outstanding as of the Termination Date has been paid in full, except as-yet-unsubmitted expenses.

Appears in 1 contract

Samples: + Advisory Agreement (Cityzenith Holdings, Inc.)

Engagement and Term. Rialto Markets LLC’s engagement will commence upon your countersignature of this Agreement, and will terminate on the first to occur of (i) the one-year anniversary of this Agreement or (ii) closing of the Financing. (the "Term"). Rialto Markets LLC will Either Party shall have the right to immediately terminate this Agreement upon your breach of any provisions in this Agreement by providing written notice to you the other party no less than thirty days prior to any proposed termination date (the date of the end of the Term or other termination hereunder, the “Termination Date”). You acknowledge and agree that the provisions relating to the payment of any fees and expenses, indemnification, limitations on the liability of Indemnified Persons (as defined in Schedule A), will survive any such termination. Rialto Markets LLC will be entitled to the fees provided below. As it relates to Deal Structure and Investor Outreach fees, Rialto Markets LLC will be entitled to the fees provided below should a Financing be completed, in whole or in part, during the term of the Agreement whether or not Rialto Markets LLC effected the original introduction. Rialto Markets LLC will also be entitled to the fees provided below should a Financing be completed where a definitive agreement for such Financing has been signed within the Tail Period with a party introduced or developed by Rialto Markets LLC, the Company or a third party prior to termination of this Agreement. The Company will promptly notify Rialto Markets LLC of any approaches it makes or receives from third parties prior to the Termination Date. The Tail Period shall run for the same number of months as the Term, up to a maximum period of twelve months and shall commence upon the later of the Termination Date or that subsequent date when any Rialto Markets LLC invoice outstanding as of the Termination Date has been paid in full, except as-yet-unsubmitted expenses.

Appears in 1 contract

Samples: Cityzenith Holdings, Inc.

Engagement and Term. Rialto Markets LLC’s 's engagement will commence upon your countersignature of this Agreement, and will terminate on the first to occur of (i) the one-year anniversary of this Agreement or (ii) closing of the Financing. (the "Term"). Either the Company or Rialto Markets LLC will have the right to immediately terminate this Agreement upon your either's breach of any provisions in this Agreement by written notice to you the other (the date of the end of the Term or other termination hereunder, the "Termination Date"). You Advisor and the Company acknowledge and agree that the provisions relating to the payment of any fees and expenses, indemnification, limitations on the liability of Indemnified Persons (as defined in Schedule A), will survive any such termination. Rialto Markets LLC will be entitled to the fees provided below. As it relates to Deal Structure and Investor Outreach fees, Rialto Markets LLC will be entitled to the fees provided below should a Financing be completed, in whole or in part, during the term of the Agreement whether or not Rialto Markets LLC effected the original introduction. Rialto Markets LLC will also be entitled to the fees provided below should a Financing be completed where a definitive agreement for such Financing has been signed within the Tail Period with a party introduced or developed by Rialto Markets LLC, the Company or a third party prior to termination of this Agreement. The Company will promptly notify Rialto Markets LLC of any approaches it makes or receives from third parties prior to the Termination Date. The Tail Period shall run for the same number of months as the Term, up to a maximum period of twelve six months and shall commence upon the later of the Termination Date or that subsequent date when any Rialto Markets LLC invoice outstanding as of the Termination Date has been paid in full, except as-yet-unsubmitted expensesDate.

Appears in 1 contract

Samples: Mission First Capital LLC

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Engagement and Term. Rialto Markets LLC’s engagement will commence upon your countersignature of this Agreement, Agreement and will terminate on the first to occur of (i) the one-year anniversary of this Agreement or (ii) closing of the Financing. (the "Term"). Rialto Markets LLC will have the right to immediately terminate this Agreement upon your breach of any provisions in this Agreement by written notice to you (the date of the end of the Term or other termination hereunder, the “Termination Date”). You acknowledge and agree that the provisions relating to the payment of any fees and expenses, indemnification, limitations on the liability of Indemnified Persons (as defined in Schedule A), will survive any such termination. Rialto Markets LLC will be entitled to the fees provided below. in Schedule C. As it relates to Deal Structure Broker of Record and Investor Outreach fees, Rialto Markets LLC will be entitled to the fees provided below in Schedule B should a Financing be completed, in whole or in part, during the term of the Agreement whether or not Rialto Markets LLC effected the original introduction. Rialto Markets LLC will also be entitled to the fees provided below should a Financing be completed where a definitive agreement for such Financing has been signed within the Tail Period with a party introduced or developed by Rialto Markets LLC, the Company or a third party prior to termination of this Agreement. The Company will promptly notify Rialto Markets LLC of any approaches it makes or receives from third parties prior to the Termination Date. The Tail Period shall run for the same number of months as the Term, up to a maximum period of twelve months and shall commence upon the later of the Termination Date or that subsequent date when any Rialto Markets LLC invoice outstanding as of the Termination Date has been paid in full, except as-yet-unsubmitted expenses.

Appears in 1 contract

Samples: Regulation A+ Engagement Agreement (Olive Tree People Inc)

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