Common use of Facilitation Fee Clause in Contracts

Facilitation Fee. 4.1 The Franchisee may, at any time, apply in writing to the Secretary of State for his consent to a Change of Control (as such term is defined pursuant to paragraph 2.3). 4.2 The Secretary of State may require the Franchisee to pay a fee in consideration of the grant of such consent (the “Facilitation Fee”). 4.3 The Secretary of State may require the Franchisee to pay an additional fee in respect of the staff, professional and other costs incurred by the Secretary of State in connection with the Franchisee’s application (the “Administration Fee”). The Administration Fee shall be payable whether or not the Secretary of State consents to the proposed Change of Control. 4.4 On or after submitting such application to the Secretary of State, the Franchisee will provide, and will procure that the seller and the buyer provide, the Secretary of State with such documentation and information as the Secretary of State may require to assess such application and the amount of the Facilitation Fee. Without limiting paragraphs 4.9 or 4.10, it shall be deemed to be reasonable for the Secretary of State to delay or withhold consent to the Change of Control where any such documentation is not provided. 4.5 The Facilitation Fee shall be a sum equal to the greater of: (a) one million pounds sterling (£1,000,000); or (b) where the Estimated Profit Stream is greater than the Bid Profit Stream 5% of the difference between the Bid Profit Stream and the Estimated Profit Stream. 4.6 The Administration Fee shall be determined by the Secretary of State on the basis of: (a) the aggregate time spent by officials within the Secretary of State’s Department on matters relating to such application; (b) the Secretary of State’s hourly scale rates for such officials, as varied from time to time; and (c) the aggregate costs and disbursements, including where applicable VAT and professional costs, incurred by the Secretary of State in connection with such application. 4.7 Any determination by the Secretary of State for the purposes of paragraphs 4.5 or 4.6 shall in the absence of manifest error be final and binding as between the Secretary of State and the Franchisee (but without prejudice to the requirement of the Secretary of State to reasonably determine the Estimated Profit Stream). 4.8 Any consent by the Secretary of State to a Change of Control may be given subject to such conditions as the Secretary of State sees fit and the Franchisee shall, as applicable, comply with, and/or procure that the seller and/or the buyer comply with, any such conditions. 4.9 The Secretary of State shall have absolute discretion as to the grant of consent to any Change of Control and may accordingly refuse such consent for any reason he sees fit. 4.10 The Secretary of State shall have no liability whatever to the Franchisee in respect of any refusal of consent to a Change of Control, any delay in providing such consent, or any condition of such consent.

Facilitation Fee. 4.1 The Franchisee may, at any time, apply in writing to the Secretary of State for his consent to a Change of Control (as such term is defined pursuant to paragraph 2.3). 4.2 The Secretary of State may require the Franchisee to pay a fee in consideration of the grant of such consent (the “"Facilitation Fee”"). 4.3 The Secretary of State may require the Franchisee to pay an additional fee in respect of the staff, professional and other costs incurred by the Secretary of State in connection with the Franchisee’s 's application (the “"Administration Fee”"). The Administration Fee shall be payable whether or not the Secretary of State consents to the proposed Change of Control. 4.4 On or after submitting such application to the Secretary of State, the Franchisee will provide, and will procure that the seller and the buyer provide, the Secretary of State with such documentation and information as the Secretary of State may require to assess such application and the amount of the Facilitation Fee. Without limiting paragraphs 4.9 or 4.10, it shall be deemed to be reasonable for the Secretary of State to delay or withhold consent to the Change of Control where any such documentation is not provided. 4.5 The Facilitation Fee shall be a sum equal to the greater of: (a) one million pounds sterling (£1,000,000); or (b) where the Estimated Profit Stream is greater than the Bid Profit Stream 5% five per cent of the difference between the Bid Profit Stream and the Estimated Profit Stream. 4.6 The Administration Fee shall be determined by the Secretary of State on the basis of: (a) the aggregate time spent by officials within the Secretary of State’s 's Department on matters relating to such application; (b) the Secretary of State’s 's hourly scale rates for such officials, as varied from time to time; and (c) the aggregate costs and disbursements, including where applicable VAT and professional costs, incurred by the Secretary of State in connection with such application. 4.7 Any determination by the Secretary of State for the purposes of paragraphs 4.5 or 4.6 shall in the absence of manifest error be final and binding as between the Secretary of State and the Franchisee (but without prejudice to the requirement of the Secretary of State to reasonably determine the Estimated Profit Stream). 4.8 Any consent by the Secretary of State to a Change of Control may be given subject to such conditions as the Secretary of State sees fit and the Franchisee shall, as applicable, comply with, and/or procure that the seller and/or the buyer comply with, any such conditions. 4.9 The Secretary of State shall have absolute discretion as to the grant of consent to any Change of Control and may accordingly refuse such consent for any reason he sees fit. 4.10 The Secretary of State shall have no liability whatever to the Franchisee in respect of any refusal of consent to a Change of Control, any delay in providing such consent, or any condition of such consent.

Facilitation Fee. 4.1 The Franchisee may, at any time, apply in writing to the Secretary of State for his consent to a Change of Control (as such term is defined pursuant to paragraph 2.3). 4.2 The Secretary of State may require the Franchisee to pay a fee in consideration of the grant of such consent (the “Facilitation Fee”). 4.3 The Secretary of State may require the Franchisee to pay an additional fee in respect of the staff, professional and other costs incurred by the Secretary of State in connection with the Franchisee’s application (the “Administration Fee”). The Administration Fee shall be payable whether or not the Secretary of State consents to the proposed Change of Control. 4.4 On or after submitting such application to the Secretary of State, the Franchisee will provide, and will procure that the seller and the buyer provide, the Secretary of State with such documentation and information as the Secretary of State may require to assess such application and the amount of the Facilitation Fee. Without limiting paragraphs 4.9 or 4.10, it shall be deemed to be reasonable for the Secretary of State to delay or withhold consent to the Change of Control where any such documentation is not provided. 4.5 The Facilitation Fee shall be a sum equal to the greater of: (a) pounds sterling one million pounds sterling (£1,000,000); or (b) where the Estimated Profit Stream is greater than the Bid Profit Stream 5% of the difference between the Bid Profit Stream and the Estimated Profit Stream. 4.6 The Administration Fee shall be determined by the Secretary of State on the basis of: (a) the aggregate time spent by officials within the Secretary of State’s Department on matters relating to such application; (b) the Secretary of State’s hourly scale rates for such officials, as varied from time to time; and (c) the aggregate costs and disbursements, including where applicable VAT and professional costs, incurred by the Secretary of State in connection with such application. 4.7 Any determination by the Secretary of State for the purposes of paragraphs 4.5 or 4.6 shall in the absence of manifest error be final and binding as between the Secretary of State and the Franchisee (but without prejudice to the requirement of the Secretary of State to reasonably determine the Estimated Profit Stream). 4.8 Any consent by the Secretary of State to a Change of Control may be given subject to such conditions as the Secretary of State sees fit and the Franchisee shall, as applicable, comply with, and/or procure that the seller and/or the buyer comply with, any such conditions. 4.9 The Secretary of State shall have absolute discretion as to the grant of consent to any Change of Control and may accordingly refuse such consent for any reason he sees fit. 4.10 The Secretary of State shall have no liability whatever to the Franchisee in respect of any refusal of consent to a Change of Control, any delay in providing such consent, or any condition of such consent.