FEES AND EXPENSES; DEPOSIT Sample Clauses

FEES AND EXPENSES; DEPOSIT. (a) Except as provided below in this Section 5.05, and as provided in Section 5.11 and Section 7.02, and except for FCC filing fees in connection with the filing of the FCC Applications and filing fees under the HSR Act in connection with the transactions contemplated by this Agreement, 50% of which shall be paid by Parent and 50% of which shall be paid by the Company, all fees and expenses incurred in connection with the Merger, this Agreement, the Stockholder Agreements and the transactions contemplated by this Agreement and the Stockholder Agreements shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated. (b) The Company shall pay, or shall cause to be paid, in same day funds to Parent, or its designee, the following specified termination fee (the "Termination Fee") if this Agreement is terminated as follows: (i) if this Agreement is terminated pursuant to Section 7.01(b)(i), then a Termination Fee of $2,500,000 shall be payable; (ii) if this Agreement is terminated pursuant to Section 7.01(f), then a Termination Fee of $1,666,667 shall be payable; or (iii) if this Agreement is terminated pursuant to Section 7.01(c) or (d) (including a conditional termination pursuant to the proviso contained in Section 7.01(d)), then a Termination Fee of $5,000,000 shall be payable contemporaneously with such termination. (c) In the event that this Agreement is terminated pursuant to Section 7.01(b)(i) and within one year of such termination definitive documentation with respect to a Takeover Proposal has been entered into or 50% or more of the outstanding shares of Common Stock or voting securities representing 50% or more of the voting power of the outstanding capital stock of the Company (giving effect to the conversion of outstanding Mandatory Preferred Stock to Class A Common Stock if, and at the rate at which, the Mandatory Preferred Stock is then convertible into shares of Class A Common Stock) has been acquired pursuant to a tender offer made as a Takeover Proposal, then the Company shall pay, or shall cause to be paid, contemporaneously with the consummation of the acquisition pursuant to such Takeover Proposal or acquisition pursuant to such Tender Offer, in same day funds to Parent, or its designee, an additional amount of Termination Fee in an amount equal to $2,500,000. (d) In the event that this Agreement is terminated pursuant to Section 7.01(b)(i), 7.01(c), 7.01(d) or 7.01(e), the Company shall pay upon dema...
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Related to FEES AND EXPENSES; DEPOSIT

  • Costs, Fees and Expenses Except as otherwise specifically provided herein, each party hereto agrees to pay all costs, fees and expenses which it has incurred in connection with or incidental to the matters contained in this Agreement, including without limitation any fees and disbursements to its accountants and counsel; provided, that the Assuming Institution shall pay all fees, costs and expenses (other than attorneys' fees incurred by the Receiver) incurred in connection with the transfer to it of any Assets or Liabilities Assumed hereunder or in accordance herewith.

  • Legal Fees and Expenses The parties shall each bear their own expenses, legal fees and other fees incurred in connection with this Agreement.

  • Fees and Expenses Paid There shall have been paid to the Administrative Agent, for the accounts of the Agents and the other Lenders, as applicable, all fees due and payable on or before the Closing Date and all expenses due and payable on or before the Initial Funding Date, including, without limitation, reasonable attorneys’ fees and expenses, and other costs and expenses incurred in connection with the Loan Documents.

  • Interest Fees and Expenses (a) Interest on the Revolving Loans, whether bearing interest based on the Chase Bank Rate or LIBOR, shall be payable monthly as of the end of each month. Chase Bank Rate Loans shall be an amount equal to the Chase Bank Rate plus one quarter of one percent (.25%) per annum on the average of the net balances owing by the Company to CIT in the Revolving Loan Account at the close of each day during such month. In the event of any change in said Chase Bank Rate, the rate hereunder for Chase Bank Rate Loans shall change, as of the date of such change, so as to remain one quarter of one percent (.25%) above the Chase Bank Rate. The rate hereunder for Chase Bank Rate Loans shall be calculated based on a 360-day year. CIT shall be entitled to charge the Company's Revolving Loan Account at the rate provided for herein when due until all Obligations have been paid in full. (b) Notwithstanding any provision to the contrary contained in this section 8, in the event that the sum of the outstanding Revolving Loans exceed the lesser of either (x) the maximum aggregate amount available under Sections 3 and 5 of this Financing Agreement or (y) the Revolving Line of Credit: (A) as a result of Revolving Loans advanced by CIT at the request of the Company (herein "Requested Overadvances"), for any one (1) or more days in any month, or (B) for any other reason whatsoever (herein "Other Overadvances") and such Other Overadvances continue for five (5) or more days in any month , the average net balance of all Revolving Loans for such month shall bear interest at the Overadvance Rate. (c) Upon and after the occurrence of an Event of Default and the giving of any required notice by CIT in accordance with the provisions of Section 10, Paragraph 10.2 hereof, all Obligations shall bear interest at the Default Rate of Interest. 8.2 Interest on the Term Loan shall be payable monthly as of the end of each month on the unpaid balance or on payment in full prior to maturity. Chase Bank Rate Loans shall be in an amount equal to the Chase Bank Rate plus one half of one percent (.50%) per annum. In the event of any change in said Chase Bank Rate the rate hereunder for any such Chase Bank Rate Loans shall change, as of the date of such change, so as to remain one half of one percent (.50%) above the Chase Bank Rate. The rate hereunder shall be calculated based on a 360 day year. CIT shall be entitled to charge the Revolving Loan Account at the rate provided for herein when due until all Obligations have been paid in full. Notwithstanding the foregoing, if the Term Loan is not repaid in full by April 1, 2001, the rate of interest set forth in this Section 8.2 shall increase by one-half of

  • Attorneys’ Fees and Expenses Evidence that the costs and expenses (including reasonable attorneys’ fees) referred to in Section 12.1, to the extent invoiced, shall have been paid in full by Borrower;

  • Payment of Fees and Expenses Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document.

  • Other Fees and Expenses Borrower shall pay to Agent, for its own account, all charges for returned items and all other bank charges incurred by Agent, as well as Agent's standard wire transfer charges for each wire transfer made under this Agreement.

  • Fees and Expenses Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

  • Attorneys’ Fees, Costs and Expenses In any action or proceeding between Borrower and Bank arising out of or relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled.

  • Brokers’ Fees and Expenses No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Merger or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or Merger Sub.

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