Fee for Termination Prior to Closing Sample Clauses

Fee for Termination Prior to Closing. If after ODB has setup an Offering to be displayed on the Private Placements Platform and the Issuer has met the minimum investment amount necessary to perform a closing, or the Issuer cancels or decides not to pursue the offering prior to the final closing of the Offering, the Issuer shall immediately pay to ODB the greatest of (a) $25,000; (b) all out of pocket costs incurred by ODB in enabling the Offering to be listed on the Private Placements Platform; or (c) a dollar amount equal to the Cash Commission listed in section 1 of this Schedule D based upon the dollar value of the maximum amount of securities that is offered under the Offering; except that if circumstances beyond the control of the Issuer make a closing impossible, then this Fee for Termination Prior to Closing will not apply. For the avoidance of doubt, if the Issuer has not made such best efforts and a closing is possible but the Issuer then terminates an Offering, such fee shall apply provided that no fee shall be due under this provision in the event termination is for cause due to ODB’s uncured breach.
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Fee for Termination Prior to Closing. If after ODB has setup an Offering to be displayed on the Private Placements Platform and the Issuer has met the minimum investment amount necessary to perform a closing, the Issuer cancels or decides not to pursue the offering prior to the final closing of the Offering, the Issuer shall immediately pay to ODB the greatest of (a) $50,000; or (b) all out of pocket costs incurred by ODB in enabling the Offering to be listed on the Private Placements Platform; except that if circumstances beyond the control of the Issuer make a closing impossible, then this Fee for Termination Prior to Closing will not apply. For the avoidance of doubt, if the Issuer has not made such best efforts and a closing is possible but the Issuer then terminates an Offering, such fee shall apply provided that no fee shall be due under this provision in the event termination is for cause due to ODB’s uncured breach.
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Fee for Termination Prior to Closing. Reserved.
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Fee for Termination Prior to Closing. If after Xxxxx has setup an Offering to be displayed on the Private Placements Platform and the Issuer has met the minimum investment amount necessary to perform a closing, the Issuer cancels or decides not to pursue the offering prior to the final closing of the Offering, the Issuer shall immediately pay to Xxxxx the greater of (a) $50,000; (b) all costs incurred by Xxxxx in enabling the Offering to be listed on the Private Placements Platform; or (c) a dollar amount equal to the Offering Processing Fees listed in section 1 of this Schedule D based upon the dollar value of the maximum amount of securities that is offered under the Offering; except that if an Issuer through its best efforts is unable to meet the minimum investment amount necessary to perform a closing, or if circumstances beyond the control of the Issuer make a closing impossible, then this Fee for Termination Prior to Closing will not apply. For the avoidance of doubt, if the Issuer has not made such best efforts and a closing is possible but the Issuer then terminates an Offering, such fee shall apply. Further, if the Issuer wishes to raise capital outside of this Agreement for a period of one (1) year after the final Closing of the Offering, the Issuer must seek and receive written approval from Xxxxx for that offering. If the Issuer fails to obtain that approval, which shall not be unreasonably withheld, Issuer will pay the maximum Fee for Termination Prior to Closing.
Sample 1
Fee for Termination Prior to Closing. If after ODB has setup an Offering to be displayed on the Private Placements Platform and the Issuer has met the minimum investment amount necessary to perform a closing, the Issuer cancels or decides not to pursue the offering prior to the final closing of the Offering, the Issuer shall immediately pay to ODB the greatest of (a) $50,000; or (b) a dollar amount equal to the Offering Processing Fees listed in section 1 of this Schedule D based upon the dollar value of the maximum amount of securities that is offered under the Offering; except that if an Issuer through its best efforts is unable to meet the minimum investment amount necessary to perform a closing, or if circumstances beyond the control of the Issuer make a closing impossible, then this Fee for Termination Prior to Closing will not apply. For the avoidance of doubt, if the Issuer has not made such best efforts and a closing is possible but the Issuer then terminates an Offering, such fee shall apply.
Sample 1

Related to Fee for Termination Prior to Closing

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination The Holders of Certificates evidencing not less than 66-2/3% of the aggregate Voting Rights of the Certificates (and, if such Servicer Termination Event is on the part of a Special Servicer, with respect to the related Serviced Loan Combination only, by each affected Serviced Companion Loan Holder) may, on behalf of all Holders of Certificates, waive any Servicer Termination Event on the part of the Master Servicer, Special Servicer or any Operating Advisor Termination Event on the part of the Operating Advisor in the performance of its obligations hereunder and its consequences, except a Servicer Termination Event in connection with making any required deposits (including, with respect to the Master Servicer, P&I Advances) to or payments from the Collection Account, a Loan Combination Custodial Account or the Lower-Tier REMIC Distribution Account or in remitting payments as received, in each case in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Termination Event or Operating Advisor Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. Any costs and expenses incurred by the Certificate Administrator in connection with such default and prior to such waiver shall be reimbursed by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, promptly upon demand therefor and if not reimbursed to the Certificate Administrator within 90 days of such demand, from the Trust Fund; provided that the Trust Fund shall be reimbursed by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, to the extent such amounts are reimbursed to the Certificate Administrator from the Trust Fund. Notwithstanding the foregoing, (a) a Servicer Termination Event under any of Section 7.01(a)(i) and Section 7.01(a)(ii) of this Agreement may be waived only by all of the Certificateholders of the affected Classes (considering each Class of the Class A-S, Class B and Class C Certificates together with the Class EC Component of the same alphabetical designation as a single “Class” for such purpose), and (b) a Servicer Termination Event under Section 7.01(a)(x) of this Agreement may be waived only with the consent of the Depositor, together with (in the case of each of clauses (a) and (b)) the consent of each Serviced Companion Loan Holder, if any, that is affected by such Servicer Termination Event.

  • Basis for Termination This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date:

  • Waiver of Servicer Termination Events The Noteholders of a majority of the Note Balance of the Controlling Class or, if no Notes are Outstanding, the Owner Trustee, at the direction of the holder of the Residual Interest, may direct the Indenture Trustee to waive a Servicer Termination Event, except failure to make required deposits to or payment from any of the Bank Accounts, and its consequences. On any waiver, the Servicer Termination Event will be considered not to have occurred. No waiver will extend to any other Servicer Termination Event or impair a right relating to any other Servicer Termination Event. The Issuer will promptly notify the Rating Agencies of any waiver.

  • Grounds for Termination This Agreement may be terminated at any time prior to the Closing:

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • Administrator Termination Events; Termination of the Administrator (a) Subject to clause (d) below, the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ prior written notice.

  • Servicer Termination Events The following events will each be a “Servicer Termination Event”:

  • Servicer Termination Event For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:

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