Execution of Agreement; Advance Fee Sample Clauses

Execution of Agreement; Advance Fee. (a) Pursuant to that certain letter agreement dated of as June 23, 2013, and attached as Exhibit D hereto (the “Letter Agreement”), Parent has paid each of Xxxxxx and Xx Xxxxx a non-refundable (other than pursuant to Sections 2.1(c) and 2.1(d)) advance payment in an amount equal to One Million Two Hundred Fifty Thousand Dollars ($1,250,000) (the “Advance Fee”). (b) Upon execution of the Original Agreement, Parent paid Xxxxxx and Xx Xxxxx, collectively, a non-refundable (other than in the case of a material, uncured default or breach of this Agreement or the Letter Agreement after the date hereof by any of the Seller Parties) advance payment in an amount equal to One Million Two Hundred Fifty Thousand Dollars ($1,250,000) (the “Second Advance Fee”, and collectively with the Advance Fee, the “Total Advance Fee”). (c) Subject to Section 2.1(d), if the Closing fails to takes place on or prior to the Target Closing Date, and from and after the date hereof there has been no material, uncured breach of this Agreement or the Letter Agreement by any of the Seller Parties, nor has the Closing failed to occur solely as a result of any action or failure to act by a Seller following the date hereof, then Parent forfeits all right, title and interest in and to all of the Total Advance Fee that has been paid to Xxxxxx and Xx Xxxxx at or prior to such time, with such forfeiture being, subject to the last sentence of this Section 2.1(c), the Seller Parties’ sole and exclusive remedy, and this Agreement shall be null and void. If the Closing fails to take place on or prior to the Target Closing Date solely as a result of (i) any material, uncured breach of this Agreement or the Letter Agreement by any of the Seller Parties or (ii) any action or inaction by any of the Seller Parties, in each case following the date hereof, then each of Xxxxxx and Xx Xxxxx shall refund all or any portion of the Second Advance Fee paid to such Seller at such time. At the Closing, the Closing Cash Payment will be reduced by the amount of the Total Advance Fee that has been paid to Xxxxxx and Xx Xxxxx at or prior to such time. (d) If the Closing does not take place on or prior to the Target Closing Date solely as a result of (i) Bindra’s failure to deliver the Made Membership Interests or (ii) Xx Xxxxx’x failure to deliver the EZ Membership Interests, then each of Xxxxxx and Xx Xxxxx shall refund all of the Second Advance Fee that has been paid to such Seller prior to such time.
Sample 1
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Related to Execution of Agreement; Advance Fee

  • PAYMENT OF LOAN FEE Borrower shall pay to Lender a fee in the amount of One Thousand Five Hundred and 00/100 Dollars ($1,500.00) (the "Loan Fee") plus all out-of-pocket expenses.

  • Extension of Agreement Prior to the original expiration date of this Agreement, the Parties mutually agree to extend this Agreement to the February 15 extension date identified in Paragraph VIII(A). The Parties acknowledge that no further extensions of this Agreement are authorized.

  • Execution of Agreement; Notes On or prior to the Initial Borrowing Date, (i) the Effective Date shall have occurred and (ii) there shall have been delivered to the Administrative Agent for the account of each of the Lenders (subject to Section 1.06(o)) the appropriate Notes executed by the appropriate Borrower, in each case in the amount, maturity and as otherwise provided herein.

  • Termination; Advance Payments Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor.

  • Amendment of Loan Agreement The Loan Agreement is hereby modified and amended as follows:

  • Modification of Agreement This Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto.

  • TERM, MODIFICATION AND TERMINATION OF AGREEMENT This Agreement with respect to the Fund shall continue in effect until the expiration date set forth on Schedule A (the “Expiration Date”). With regard to the Operating Expense Limits, the Trust’s Board of Trustees and the Adviser may terminate or modify this Agreement prior to the Expiration Date only by mutual written consent. This Agreement shall terminate automatically upon the termination of the Advisory Agreement; provided, however, that the obligation of the Trust to reimburse the Adviser with respect to a Fund shall survive the termination of this Agreement unless the Trust and the Adviser agree otherwise.

  • Term; Termination of Agreement This Agreement shall continue in force for a period of one year from the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.

  • Term of Agreement; Amendment; Assignment A. This Agreement shall become effective with respect to each Fund listed on Exhibit A hereof as of the date hereof and, with respect to each Fund not in existence on that date, on the date an amendment to Exhibit A to this Agreement relating to that Fund is executed. Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the date hereof. Thereafter, if not terminated, this Agreement shall continue in effect automatically as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually by: (i) the Trust’s Board, or (ii) the vote of a “majority of the outstanding voting securities” of a Fund, and provided that in either event, the continuance is also approved by a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting called for the purpose of voting on such approval. B. Notwithstanding the foregoing, this Agreement may be terminated, without the payment of any penalty, with respect to a particular Fund: (i) through a failure to renew this Agreement at the end of a term, (ii) upon mutual consent of the parties, or (iii) upon not less than 60 days’ written notice, by either the Trust upon the vote of a majority of the members of its Board who are not “interested persons” of the Trust and have no direct or indirect financial interest in the operation of this Agreement, or by vote of a “majority of the outstanding voting securities” of a Fund, or by the Distributor. The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Distributor and the Trust. If required under the 1940 Act, any such amendment must be approved by the Trust’s Board, including a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting for the purpose of voting on such amendment. In the event that such amendment affects the Advisor, the written instrument shall also be signed by the Advisor. This Agreement will automatically terminate in the event of its “assignment.” C. As used in this Section, the terms “majority of the outstanding voting securities,” “interested person,” and “assignment” shall have the same meaning as such terms have in the 1940 Act. D. Sections 7 and 8 shall survive termination of this Agreement.

  • Amendment to Loan Agreement Subject to satisfaction of the conditions precedent set forth in Section 4 below, the Loan Agreement is hereby amended as follows:

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