Fees and Warrants Sample Clauses

Fees and Warrants. Borrower shall pay Lender the following fees, and issue Lender the following warrants, which are in addition to all interest and other sums payable by Borrower to Lender under this Agreement, and are not refundable:

Fees and Warrants. On the Closing Date: (a) The Company will issue and deliver to each Purchaser a Warrant to purchase up to that number of shares of the Company’s Common Stock set forth opposite the name of such Purchaser on Schedule I hereto (as amended, modified or supplemented from time to time, a “Warrant”). The Warrants must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchasers by the Company are hereby also made and granted in respect of the Warrants and shares of the Company’s Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”). (b) The Company shall pay (i) to RAM Capital Resources, LLC, the manager of Truk Opportunity and Truk International, a closing payment in an amount equal to three and one half percent (3.5%) of 34.09090909% of the Total Investment Amount and (ii) to Centrecourt Asset Management LLC, the manager of CAMOFI, a closing payment in an amount equal to three and one half percent (3.5%) of 65.90909090% of the Total Investment Amount. The foregoing fees are referred to herein as the “Closing Payment.” (c) The Company shall pay to Ascendiant Securities, LLC an agent fee of 10% of the Total Investment Amount. (d) The Company shall reimburse the Purchasers for their reasonable expenses (including legal fees and expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses incurred in connection with the Purchasers’ due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related matters. Amounts required to be paid under this Section 2(d), will be paid on the Closing Date. (e) The Closing Payment and the expenses referred to in the preceding clauses (c) and (d) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to an Escrow Agreement (as defined below) and a disbursement letter (the “Disbursement Letter”).

Fees and Warrants. The Company shall have (i) paid the Guarantors’ Fee, and (ii) delivered to the Guarantors the Standby Guaranty Warrants.

Fees and Warrants. Borrower shall pay to Agent, for itself or for the benefit of Lenders, as the case may be, the following fees, and issue to Greystone Business Credit II, L.L.C. the following warrants, which are in addition to all interest and other sums payable by Borrower to the Lenders and Agent under this Agreement, are to be shared among Lenders as agreed upon between Agent and each Lender in a separate agreement, and are not refundable:

Fees and Warrants. (a) If any payment due hereunder with respect to a Term Loan, whether for principal, interest, or otherwise, is not paid on or before the fifth (5th) day after the date such payment is due, in addition to and not in substitution of any of Lender’s other rights and remedies with respect to such nonpayment, Borrower shall pay to Lender a late payment fee (the “Late Payment Fee”) equal to five percent (5%) of the amount of such overdue payment. The Late Payment Fee shall be due and payable on the sixth (6th) day after the due date of the overdue payment with respect thereto. (b) Upon any Event of Default, Borrower shall pay to Lender a fee of $60,000 per month (“Term Loan Default Fee”) for every month or partial month during which there is an Event of Default and until the Term Loan is repaid in full, which fee shall be due and payable when interest is otherwise due. (c) If, for any reason, including payment as a result of an Event of Default or exercise of remedies by Lender, Borrower has failed to maintain the principal amount outstanding under the Term Loan at or above $100,000 for any consecutive five day period, in addition to all other interest and fees due under the Loan Documents, Borrower shall pay to Lender a fee (“Minimum Balance Fee”) equal to the number of months (partial or otherwise) that any portion of the Term Loan is outstanding during the term of the Agreement multiplied by $50,000.00. The Minimum Balance Fee shall be paid upon demand by Lender, or if no demand, upon payment in full of the Term Loan, but no Minimum Balance Fee shall be owing if the outstanding principal balance of the Term Loan is, at all times during the term of the Agreement, greater than $100,000, or for any period when Borrower was obligated to pay a Term Loan Default Fee (e.g., if Borrower repays the Term Loan prior to maturity, and was in default for one month during the term, in the month of the default, Borrower would pay the Term Loan Default Fee rather than the Minimum Balance Fee). (d) Notwithstanding anything herein to the contrary, this Agreement shall not amend or modify in any manner the (i) Warrant to Purchase Stock issued by TSS to LSQ dated April 26, 2006 or (ii) Warrant to Purchase Stock issued by TSS to BRE dated April 26, 2006.

Fees and Warrants. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,777,778 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "A Warrant") pursuant to Section 1 hereof. The A Warrant must be delivered on the Closing Date. A form of the A Warrant is annexed hereto as Exhibit B. The Company will also deliver a Warrant to purchase up to 3,500,000 shares at $2.00 per share exercisable for a period of three (3) years (the "B" Warrant). The company will also deliver a Warrant to purchase up to 1,777,778 shares exercisable for a period of six (6) months from the date hereof (the "C Warrant"). The Company will also deliver a Warrant to purchase up to 888,888 shares exercisable for a period of six months from the date hereof. The A Warrants, the B Warrants, the C Warrants and the D Warrants are collectively referred to as the "Warrants". All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrants and shares of the Company's Common Stock issuable upon exercise of the Warrants (collectively the "Warrant Shares"). (b) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to a Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Warrants. (a) Borrower shall pay to Lender a fee (the “Acceptance Fee”) in the amount of One Hundred Seventy Thousand Dollars ($170,000). The Acceptance Fee shall be fully earned and nonrefundable, and shall be due and payable on the Closing. (b) If any payment due hereunder with respect to a Term Loan, whether for principal, interest, or otherwise, is not paid on or before the fifth (5th) day after the date such payment is due, in addition to and not in substitution of any of Lender’s other rights and remedies with respect to such nonpayment, Borrower shall pay to Lender a late payment fee (the “Late Payment Fee”) equal to five percent (5%) of the amount of such overdue payment. The Late Payment Fee shall be due and payable on the sixth (6th) day after the due date of the overdue payment with respect thereto. (c) Within six (6) months after the Closing, Borrower shall pay to Lender a fee (the “Additional Fee”) in the amount of Two Hundred Fifty Thousand Dollars ($250,000), provided, however, that prior to said date, TSS may elect to satisfy the obligation to pay the Additional Fee by delivering to Lender warrants for the purchase of 175,000 shares of common stock of TSS, all as more particularly set forth in Ex. “2.14(c)-1” and “2.14(c)-2” hereto, such warrants to have been approved by shareholders and all other conditions and requirements having been satisfied at the time of delivery.

Fees and Warrants. (a) The Borrower shall pay to the Administrative Agent, for the ratable account of each Lender, a non-refundable fee (the "COMMITMENT FEE") on the aggregate daily unutilized portion of the Commitments from the Closing Date to and including the earlier of the termination of the Commitments or the Expiration Date, at the Commitment Fee Rate (computed on the basis of the actual number of days elapsed over a 360-day year), payable quarterly in arrears on each Quarterly Date, without setoff, deduction or counterclaim, with a final payment at the maturity of the Notes, whether by payment, prepayment, acceleration or otherwise. (b) The Commitment Fee Rate during the period commencing on the date hereof and ending on November 14, 1997 shall be .50%. The Commitment Fee Rate during the Pricing Period commencing on November 15, 1997 and ending on February 14, 1998 and during each Pricing Period thereafter shall be determined based upon the Pricing Ratio, as indicated in the following Table: - 11 - ------------------------------------------------------ PRICING RATIO COMMITMENT FEE RATE ------------------------------------------------------ ------------------------------------------------------ Greater than or equal to 2.50:1.00 .500% ------------------------------------------------------ ------------------------------------------------------ Less than 2.50:1.00 .375% ------------------------------------------------------ Notwithstanding the foregoing, as long as Annualized EBITDA for any fiscal quarter shall be negative, the Commitment Fee Rate for the Pricing Period commencing on the day after the last day of such fiscal quarter shall be .50%. (c) The Borrower shall also pay certain additional fees, and the Parent shall issue the Warrants, to the Lenders and the Agents, as provided in the Fee and Warrant Letters. In conjunction with the issuance of the Warrants, the Borrower and the Parent shall enter into the Equity Holder Agreement.

Fees and Warrants. As compensation for GP's performance of its obligations pursuant to Section 1 hereof: (a) Advisory Fee Payments. During the Term and the Renewal Term, if applicable, ADNAS agrees to pay GP an aggregate advisory fee of Two Million Dollars ($2,000,000) payable as follows: (i) for the Term, (A) a lump sum cash fee of Five Hundred Thousand Dollars ($500,000) on September 1, 2004, and (B) a monthly cash fee in the amount of One Hundred Twenty Five Thousand Dollars ($125,000) beginning on September 15, 2004 and continuing thereafter on the fifteenth day of each month occurring during the Term and (ii) for the Renewal Term, a monthly cash fee in the amount of One Hundred Sixty Six Thousand Six Hundred and Sixty-Six Dollars ($166,666) on the fifteenth day of each month occurring during the Renewal Term.

Fees and Warrants. 4 (a) Closing Fee.....................................................4 (b)