Fees Payable by the Company. Subject to Section 3.02, as consideration for the Put Option, the Backstop Commitment and the other agreements of the Backstop Parties in this Agreement, the Debtors shall pay or cause to be paid a nonrefundable aggregate fee in an amount equal to 5.0% of the Rights Offering Amount, calculated in accordance with Section 3.02 to the Backstop Parties (including any Replacing Backstop Party, but excluding any Defaulting Backstop Party) or their designees based upon their respective Backstop Commitment Percentages at the time the payment is made (the “Put Option Premium”). The provisions for the payment of the Put Option Premium and Expense Reimbursement are an integral part of the transactions contemplated by this Agreement and without these provisions the Backstop Parties would not have entered into this Agreement, and the Put Option Premium and Expense Reimbursement shall constitute allowed administrative expenses of the Debtors’ estate under Sections 503(b) and 507 of the Bankruptcy Code. The Put Option Premium shall be payable in shares of New Common Stock, issued at the Per Share Price; provided that if, and only if, the Closing does not occur or the Restructuring Transactions are not consummated, the Put Option Premium shall be payable in cash.
Fees Payable by the Company. (a) In the event that either Party terminates this MoU pursuant to Section 9.2(c), the Company shall within two (2) Business Days pay by wire transfer of same day funds to Parent an amount equal to all out-of-pocket fees, costs and expenses (including financial, accounting and legal fees) reasonably incurred by Parent and documented by itemized invoices in reasonable detail in connection with the authorization, preparation, negotiation, execution and performance of this MoU and the Transactions up to a maximum reimbursement amount of $3,000,000 (the “Company Expense Reimbursement”).
(b) The Company Termination Fee shall be payable by the Company to Parent in the event that Parent terminates this MoU pursuant to Section 9.3(b).
(c) The Company Termination Fee shall be payable by the Company to Parent in the event that (i) (x) either Party terminates this MoU pursuant to Section 9.2(a) or Section 9.2(d), (y) Parent terminates this MoU pursuant to Section 9.3(a) and (ii) (A) following the execution and delivery of this MoU and prior to such termination, an Alternate Proposal has been publicly announced, made publicly known or otherwise publicly disclosed and not publicly withdrawn or otherwise publicly abandoned, and (B) within nine (9) months of such termination, the Company or any of its Subsidiaries consummates an Alternate Proposal or enters into an Alternate Proposal Agreement that is subsequently consummated (in each case, whether or not such Alternate Proposal is the same Alternate Proposal described in clause (A) or clause (B) above); provided that for the purposes of this Section 9.5.2(c), the term “Alternate Proposal” shall have the meaning set forth in Section 1.1, except that all references to “20%” in the definition of “Alternate Proposal” shall be replaced by “66.7%”.
Fees Payable by the Company. (a) The Company shall assume the Fractional Development Agreement in substantially the form attached hereto as Exhibit E, with Developer to perform development services in respect of the Hotel, pursuant to which the Developer will receive a development fee from the Company, as more specifically set forth in the Development Agreement at the time of the Land Transfer if such agreement has not been terminated pursuant to its terms.
(b) The Company shall, concurrently with the execution of this Agreement, enter into the Fractional Management Agreement in substantially the form attached hereto as Exhibit F, with Fractional Manager to perform sales management services in respect of the Fractionals, pursuant to which the Fractional Manager will receive a sales management fee from the Company, as more specifically set forth in the Fractional Management Agreement.
(c) The Company shall pay to Behringer Harvard Opportunity Advisors LP, an affiliate of BH Investor (“BH Advisors”), an annual asset management fee (the “Asset Management Fee”). Such Asset Management Fee shall be .75% of the total amount invested in the Company as debt and equity as determined on first day of January of each year for the following six months and the first day of July of each year for the following six months. The Asset Management Fee will be payable in monthly installments on the first of the month and shall be payable from cash flow generated by the Property after the payment of all debt service, management fees and FF&E reserve fund deposits. To the extent that Property cash flows are insufficient for the payments of the Asset Management Fee, such fee will accrue and be added to the next installment payable.
(d) Upon the initial loan funding of any project financing, the Company shall pay to BH Advisors a fee equal to one percent (1.0%) of the loan amount.
Fees Payable by the Company. Subject to Section 3.02, as consideration for the Backstop Commitment and the other agreements of the Backstop Parties in this Agreement, the Debtors shall pay or cause to be paid a nonrefundable aggregate fee in an amount equal to 6.0% of the Backstop Commitment as in effect on the date of this Agreement (irrespective of any decreases in the Backstop Commitment permitted by the terms of this Agreement and which for the avoidance of doubt shall be an amount equal to $12.0 million), calculated in accordance with Section 3.02 to the Backstop Parties (including any Replacing Backstop Party, but excluding any Defaulting Backstop Party) or their designees based upon their respective Backstop Commitment Percentages on the date hereof (the “Backstop Fee”). The provisions for the payment of the Backstop Fee, the Termination Fee and Expense Reimbursement, and the indemnification provided herein, are an integral part of the transactions contemplated by this Agreement and without these provisions the Backstop Parties would not have entered into this Agreement, and the Backstop Fee and Expense Reimbursement shall constitute allowed administrative expenses of the Debtors’ estates under Sections 503(b) and 507 of the Bankruptcy Code. The Backstop Fee shall be payable in New Common Stock and shall be fully earned upon the execution of this Agreement.
Fees Payable by the Company. Subject to Section 3.02, as consideration for the Backstop Commitment and the other agreements of the Backstop Parties in this Agreement, the Debtors shall pay or cause to be paid a nonrefundable aggregate fee in an amount equal to 6.0% of the Rights Offering Amount, calculated in accordance with Section 3.02 to the Backstop Parties (including any Replacing Backstop Party, but excluding any Defaulting Backstop Party) or their designees based upon their respective Backstop Commitment Percentages on the date hereof (the “Backstop Fee”). The provisions for the payment of the Backstop Fee and Expense Reimbursement, and the indemnification provided herein, are an integral part of the transactions contemplated by this Agreement and without these provisions the Backstop Parties would not have entered into this Agreement, and the Backstop Fee and Expense Reimbursement shall constitute allowed administrative expenses of the Debtors’ estates under Sections 503(b) and 507 of the Bankruptcy Code. The Backstop Fee shall be payable in New Common Stock and shall be fully earned upon the execution of this Agreement. For the avoidance of doubt, the Backstop Commitment Percentage of the Sponsor Backstop Parties is 15.33% in aggregate as set forth on Schedule 1 and, accordingly, the Sponsor Backstop Parties are entitled to the corresponding percentage of the Backstop Fee (i.e., 15.33% of 6.0% of the Rights Offering Amount, or $612,000).
Fees Payable by the Company. (a) The Company shall enter into the Management Agreement, attached hereto as Exhibit E, with Manager to perform management services in respect of floors 9-15 (excluding floor 13), 17-27 and a portion of floor 28 of the Tower, pursuant to which the Manager will receive such management fees as more specifically set forth in the Management Agreement.
(b) The Company shall enter into the Development Agreement attached hereto as Exhibit F with Developer to perform development services in respect of floors 9-15 (excluding floor 13), 17-27 and a portion of floor 28 of the Tower, pursuant to which the Developer will receive a development fee from the Company as more specifically set forth in the Development Agreements.
(c) Upon the sale of Property and improvements thereon, and the related operating components of the Property, the Company shall pay to Behringer Harvard Opportunity Advisors LP (“BH Advisors”) a fee equal to 0.75%. of the gross selling price, to be paid out of the proceeds of the sale.
Fees Payable by the Company. (a) The Company shall enter into the Owner Agreement, attached hereto as Exhibit E, with Manager and Tenant pursuant to which the Company will guarantee certain obligations of Tenant under the Hotel Management Agreement attached hereto as Exhibit F, as more specifically set forth in the Owner Agreement.
(b) The Company shall enter into the Apartment Management Agreement, attached hereto as Exhibit G, with Manager to perform management services in respect of floors 3-8 of the Tower, pursuant to which the Manager will receive such management fees as more specifically set forth in the Apartment Management Agreement.
(c) The Company shall enter into the Development Agreements attached hereto as Exhibit H-1 and Exhibit H-2, with Developer to perform development services in respect of the Hotel, pursuant to which the Developer will receive a development fee from the Company as more specifically set forth in the Development Agreements.
(d) The Company shall pay to Behringer Harvard Opportunity Advisors LP, an affiliate of BH Investor (“BH Advisors”), an annual asset management fee (the “Asset Management Fee”) equal to $500,000.00 annually. The Asset Management Fee will be payable in monthly installments on the first of the month and shall be payable from cash flow generated by the Property after the payment of all debt service, management fees and FF&E reserve fund deposits. To the extent that Property cash flows are insufficient for the payments of the Asset Management Fee, such fee will accrue and be added to the next installment payable.
(e) Upon the sale of Property and improvements thereon, and the related operating components of the Property, the Company shall pay to BH Advisors a fee equal to 0.75%. of the gross selling price, to be paid out of the proceeds of the sale.
Fees Payable by the Company a. The Company shall pay to Transfer Agent such fees for Transfer Agent's Services as are reflected in the then current fee schedule of the Transfer Agent. The Company acknowledges that certain of the fees payable to Transfer Agent are determined on a quotation basis at the time the Company appoints Transfer Agent and any quotation provided to the Company for such fees shall be deemed to be the amount included on the Company's then current fee schedule. In addition to the fees due to Transfer Agent, the Company shall reimburse Transfer Agent for such out-of-pocket expenses including long distance telephone, non-routine postage and handling charges, next day delivery charges, copy charges, travel, legal and such other expenditures incurred on behalf of the Company. The Fee Schedule may be changed form time to time by the Transfer Agent upon thirty (30) days written notice to the Company.
Fees Payable by the Company. 4.1 Company agrees to pay the Fees to the Contractor at the specified intervals in accordance with this Agreement.
4.2 The Contractor must provide a GST compliant tax invoice to or as directed by the Company’s Representative on the last day of each month for the Services provided in that month.
4.3 All invoices must refer to this Agreement and the relevant Term Sheet and specify the work performed and expenses incurred during the invoice period including any travel and business expenses for which the Contractor seeks reimbursement and provide documentary evidence to Company’s satisfaction including a detailed record of the time spent providing the Services.
4.4 Company will promptly assess every invoice and notify the Contractor if Company does not accept any item claimed.
4.5 Company will, within thirty (30) days of receipt of each invoice complying with the terms of this Agreement and accepted by Company, pay the amount claimed in that invoice.
4.6 For avoidance of doubt, Company will not make any payment directly to the Specified Personnel or any employee or agent of the Contractor, including any fees, payments, commissions, bonuses, wages, holiday pay, long service leave, sick leave, termination payments, superannuation contributions or any other payment.
4.7 No payment made by Company under this Agreement will be deemed to constitute an admission by Company that any amount invoiced and paid is correct under the terms of the agreement. Company may in good faith later dispute the amount or validity of any amount invoiced and paid and may deduct any disputed amount from payment of any later invoice until the correct amount (if any) is determined. Any dispute, and the withholding of any disputed amount by Company, will not constitute a default by Company under this Agreement.
Fees Payable by the Company. Subject to Section 3.2, as consideration for the Put Option, the Backstop Commitment and the other agreements of the Backstop Parties in this Commitment Agreement, the Debtors shall pay or cause to be paid a nonrefundable aggregate fee in cash in an amount equal to 6.0% of the Commitment Amount, calculated in accordance with Section 3.2, to the Backstop Parties (including, in accordance with Section 2.3(a), any Replacing Backstop Parties and Related Purchasers, but excluding any Defaulting Backstop Parties) or their designees based upon their respective Backstop Commitment Percentages (the “Backstop Commitment Fee”), and to be paid as set forth in this Article III. The provisions for the payment of the Backstop Commitment Fee and Expense Reimbursement (as set forth in Section 3.3), and the indemnification provided herein, are an integral part of the transactions contemplated by this Commitment Agreement and without these provisions the Backstop Parties would not have entered into this Commitment Agreement, and the Backstop Commitment Fee and Expense Reimbursement shall, pursuant to the BCA Approval Order, constitute allowed administrative expenses of the Debtors’ estates under sections 503(b) and 507 of the Bankruptcy Code.
