Execution Fee. Buyer acknowledges that Seller and the Subsidiaries will incur substantial damage that may be impossible to quantify in the event the Transactions are not consummated. In order to induce Seller to enter into this Agreement and to terminate its discussions with other parties with respect to the sale of the Transferred Assets, Buyer is, contemporaneously with the execution of this Agreement, paying to Seller, in immediately available funds, the sum of $50,000,000 as an xxxxxxx money deposit (the "Execution Fee") to be applied against the Purchase Price due in the event of a Closing. In the event that (i) this Agreement is terminated by Buyer because of HEALTHSOUTH's or Seller's material breach of their obligations hereunder, or (ii) there is no Closing prior to the Termination Date (as defined in Section 10.1(b)) because (A) the express conditions in Article 8 to the obligations of Buyer are not met or waived (except, in the case of the conditions specified in Section 8.5, if any such action, suit or proceeding therein described shall have been commenced or threatened by Buyer or any of its Affiliates, associates, officers, directors, stockholders, creditors, or prospective or actual financing sources in respect of the Transactions), or (B) the express conditions in Section 9.5 to the obligations of HEALTHSOUTH and Seller are not met or waived and any such action, suit or proceeding therein described shall have been commenced or threatened by HEALTHSOUTH, Seller or any Subsidiary or any of its or their Affiliates, associates, officers, directors, stockholders or creditors, then and in either of such events, within two business days after the earlier of such termination or the occurrence of the Termination Date, as the case may be, Seller shall return the Execution Fee to Buyer with interest at the rate of 5% per annum, and less any costs of Seller and the Subsidiaries to be reimbursed by Buyer pursuant to Section 5.5, via wire transfer of immediately available funds. In all other cases, the Execution Fee shall be retained by Seller, and such retention shall not relieve Buyer of its obligations to reimburse any costs of Seller and the Subsidiaries pursuant to Section 5.5. In the event of any breach of this Agreement or other liability of Buyer to Seller, unless the Closing occurs, retention of the Execution Fee by Seller and, as applicable, payment by Buyer to or on behalf of HEALTHSOUTH, Seller and the Subsidiaries the amounts reimbursable by Buyer to Seller...
Execution Fee. In consideration for the execution of this Agreement, Licensee agrees to pay Licensor an Execution Fee comprising Payments and to convey to Licensor a Convertible Promissory Note as follows:
Execution Fee. On the date hereof, Borrower shall pay to Agent for the account of Lenders in accordance with their Pro Rata Shares, a non-refundable execution fee in an amount equal to the product of (i) .10% (10 basis points) and (ii) $45,000,000.
Execution Fee. In consideration for DOV's granting of the license under the DOV Patent Rights and DOV Know-How, MERCK shall pay DOV an amount equal to thirty-five million dollars ($US 35 million) within ten (10) business days of the Closing Date. This payment is not refundable or creditable against any other payments or obligations of MERCK coming due and does not create any future performance obligations on the part of DOV.
Execution Fee. In partial consideration for ZGEN’s entering into this Agreement and making the license grants hereunder, NN shall pay to ZGEN an execution fee of Twenty Four Million Dollars ($24,000,000), which amount shall be non-creditable and non-refundable, and shall be paid within ten (10) Business Days after the Effective Date.
Execution Fee. Genentech shall pay Lonza [*] within [*] business days of the Effective Date.
Execution Fee. Licensee shall pay to Licensor a one-time, non-refundable, non-creditable license execution fee of 480,000 Euros plus VAT, if applicable, within thirty (30) days of the Effective Date.
Execution Fee. As partial payment for the Assigned Property granted by Vicuron pursuant to Article 3 of this Agreement, Oscient shall pay to Vicuron, within two (2) business days after the Effective Date, ***** Dollars (U.S.$ *****), cash by wire transfer (same value date).
Execution Fee. Agalimmune shall pay to KBL the Execution Fee within [*] days after the Commencement Date of this Agreement.
