Parent Fee Sample Clauses

Parent Fee. (a) The Parties acknowledge that (i) CBPO Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and the Issuer are negotiating and may enter into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a direct wholly-owned subsidiary of Parent; and (ii) concurrently with the execution and delivery of the Merger Agreement, certain members of the Consortium will provide limited guarantees to the Issuer, each to guarantee a certain percentage of the Parent’s obligation to pay any termination fee and certain other amounts payable to the Issuer pursuant to the terms of the Merger Agreement (the “Parent Obligation”). (b) Unless the 2019B Cayman SPA Closing shall have occurred already, Parfield shall ensure that the limited guarantee to be provided by Parfield and/or its Affiliates (collectively, the “Guarantor”, and such guarantee, the “Parfield Guarantee”) shall guarantee such percentage of the Parent Obligation as is determined as if Parfield’s Equity Contribution (as defined in the Consortium Agreement) included the Proposed Sale Shares and in such event, Sections 4(c) to (d) below shall apply. (c) The Parties hereby acknowledge and agree that, notwithstanding anything in the Consortium Agreement to the contrary and subject to Section 4(d), if (x) the Guarantor has paid or become liable to pay any amount to the Issuer with respect to the Parent Obligation pursuant to the terms of the Parfield Guarantee (such amount, the “Applicable Fee”) and (y) the 2019B Cayman SPA Closing occurs, 2019B Cayman shall pay to Parfield the amount of the CITIC Parent Fee (as defined in Schedule A hereto), which payment shall be made pursuant to the following: (i) Parfield shall promptly following the later of the occurrence of events described in the foregoing sub-sections (x) and (y), deliver to 2019B Cayman a written notice (the “CITIC Parent Fee Notice”), which shall specify in reasonable detail, the amount and nature of the Applicable Fee paid and payable by the Guarantor, together with the due date (the “Due Date”) with respect to any amount payable by the Guarantor and, with respect to the Applicable Fee already paid by...
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Parent Fee. (a) In the event that this Agreement is terminated pursuant to (a) Section 10.01(h) or (b) Section 10.01(e) or Section 10.01(f) at a time when the Member had a right to terminate this Agreement pursuant to Section 10.01(h), Parent will pay to the Member, prior to or concurrent with such termination, in the case of a termination by Parent, or within three (3) Business Days thereafter, in the case of a termination by the Member, $4,500,000 (the “Parent Intervening Event Fee”). (b) In the event that this Agreement is terminated pursuant to (a) Section 10.01(i) or (b) Section 10.01(e) at a time when the Member had a right to terminate this Agreement pursuant to Section 10.01(i), Parent will pay to the Member, prior to or concurrent with such termination, in the case of a termination by Parent, or within three (3) Business Days thereafter, in the case of a termination by the Member, $9,000,000 (the “Parent Financing Failure Fee”). (c) Notwithstanding anything to the contrary in this Section 10.03, if the Parent Intervening Event Fee becomes payable at a time when Parent, Holdco or Merger Sub is in breach of its obligations pursuant to Section 6.03 such that the Member would have the right to terminate this Agreement pursuant to Section 10.01(d), Parent shall instead pay the Member the Parent Financing Failure Fee (or, if Parent has already paid the Parent Intervening Event Fee, an amount equal to the Parent Financing Failure Fee minus the Parent Intervening Event Fee). (d) All payments under this Section 10.03 shall be made by wire transfer of immediately available funds to the account designated by the recipient thereof. The Parties acknowledge that the agreements contained in this Section 10.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if Parent fails to promptly pay any amount due pursuant to this Section 10.03, and, in order to obtain such payment, the Member commences a suit that results in a judgment against Parent for such amount, Parent shall pay to the Member (i) its reasonable costs and expenses (including reasonable attorneys fees) in connection with such suit and (ii) interest on the amount payable pursuant to such judgment, at the prime rate as published in the Wall Street Journal in effect on the date such payment was originally required to be made pursuant to this Section 10.03, with such interest being payable in respe...
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Parent Fee. The Parent Fee shall be paid out from the Escrow Assets promptly, but no later than thirty (30) days, after submission of a reasonably detailed invoice to each of the Committee Members (assuming there are no reasonable objections from a majority of the Committee Members). The Committee Members shall confirm in writing that a majority of them have no reasonable objections (or provide any such objections) within fifteen (15) days of receipt. If there is no such reasonable objection, the Company shall instruct the Escrow Agent to cause the amounts described in the foregoing sentence to be paid by wire transfer to an account designated by the Company.
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Parent Fee. The Parent Fee shall be paid out from the Escrow Assets promptly, but no later than 30 days, after submission of a reasonably detailed invoice to each of the Committee Members (assuming there are no reasonable objections from a majority of the Committee Members). The Paying Agent shall cause the amounts described in the foregoing sentence to be paid by wire transfer to an account designated by the Company.
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Parent Fee. If this Agreement is terminated by DSLT under Section 12.01(a) because of breach of the covenant set forth in Section 7.06, or by DSLT under Section 12.01(c) due to failure of the condition precedent to the obligations of DSLT set forth in Section 10.08, or by DSLT under Section 12.01(e) due to the failure of the condition precedent to the obligations of DSLT set forth in Section 10.09, or by Parent or Sub under Section 12.01(d) due to failure of the condition precedent to the obligations of Parent and Sub set forth in Section 9.09, then, in any of such events, Parent will pay to DSLT a non-refundable fee of $1.5 million by wire transfer of immediately available funds to an account designated by DSLT in writing. If this Agreement is terminated by DSLT under Section 12.01(c) due to the failure of the condition precedent to the obligations of DSLT set forth in Section 10.10, and if the Parent Share Value as of the date of termination of this Agreement by DSLT is less than $7.25, then Parent shall reimburse DSLT for its reasonable out-of- pocket costs and professional fees incurred in connection with the matters contemplated by this Agreement, in an amount not to exceed $250,000 in the aggregate, by wire transfer of immediately available funds to an account designated by DSLT in writing.
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Parent Fee. (a) The Company hereby agrees to pay Parent, subject to the terms and conditions of this Section 7.03, upon the occurrence of the events specified in this Section, a fee (the "Parent Fee") of $3,400,000 plus actual, documented and reasonable out-of-pocket expenses, relating to the transactions contemplated by this Agreement (including, but not limited to, reasonable fees and expenses of counsel and accountants and out-of-pocket expenses (but not fees of financial advisors)), but in no event shall expenses in excess $425,000 be reimbursed. (b) Parent shall be entitled to payment of the Parent Fee if: (i) The Board of Directors of the Company shall fail to recommend, or shall withdraw, modify or change its recommendation referred to in Section 5.02 hereof in a manner adverse to Parent or shall have resolved to do any of the foregoing other than under circumstances permitting termination by the Company pursuant to Section 7.01(b), (d), (e) or (g) hereof or by mutual consent pursuant to Section 7.01(a); (ii) The Company shall terminate this Agreement pursuant to Section 7.01(f) hereof; or (iii) The Company shall execute and deliver a definitive agreement for, or Company's Board of Directors shall approve, a Company Business Combination within twelve (12) months following the termination of this Agreement unless such termination is by the Company pursuant to Section 7.01(b), (d), (e) or (g) hereof or by mutual consent pursuant to Section 7.01(a).
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Parent Fee. If I am determined eligible and awarded financial aid and required to pay a parent share of cost fee, I agree to pay my monthly parent fee to my chosen child care provider. Workforce Solutions assesses a sliding scale fee based on my family’s gross income, composition and the number of children in care. I understand that my parent fee may decrease depending on changes in family composition, income or the number of children in care. I must notify Workforce Solutions if I have changes in my family composition, income or number of children in care. Workforce Solutions may adjust my monthly parent fee based on the changes I report. My monthly fee will not increase unless the number of children in care increases. I understand that failure to pay the parent fee may result in termination of my financial aid for child care.
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Parent Fee. Section 8.03(d)(i) Parent Permits.................................................... Section 4.06
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Related to Parent Fee

  • Closing Fee On the Effective Date, the Borrower agrees to pay to the Administrative Agent and each Lender all loan fees as have been agreed to in writing by the Borrower and the Administrative Agent.

  • Agent Fee Borrower shall pay to Agent, for its sole benefit, the fees set forth in the Agent Fee Letter.

  • Upfront Fee The Borrower shall pay to the Agent (for the account of each Original Lender) an upfront fee in the amount and at the times agreed in a Fee Letter.

  • Ticking Fee The Borrower shall pay to the Administrative Agent for the account of each Term B Lender in accordance with its Applicable Term B Percentage, a ticking fee (the “Ticking Fee”) (i) for the period commencing on the Closing Date and ending on (but not including) March 3, 2013, equal to 1.75% per annum on the actual daily amount by which the aggregate Term B Commitment (as it may be reduced by a Permitted Term B Reallocation) exceeds the sum of the aggregate Outstanding Amount of Term B Loans, subject to adjustment as provided in Section 2.16, and (ii) for the period commencing on March 3, 2013 and ending on the Term B Advance Period Termination Date, equal to 3.50% per annum on the actual daily amount by which the aggregate Term B Commitment (as it may be reduced by a Permitted Term B Reallocation) exceeds the sum of the aggregate Outstanding Amount of Term B Loans, subject to adjustment as provided in Section 2.16. The Ticking Fee shall accrue at all times during the Term B Advance Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Term B Advance Period Termination Date. The Ticking Fee shall be calculated quarterly in arrears.

  • Consent Fee The Administrative Agent shall have received payment from the Borrower, in same day funds, for the account of each Term Lender that delivers an executed counterpart signature page to this Amendment at or prior to 5:00 p.m., New York City time, on June 12, 2013 (such time, the “Deadline”) a consent fee in an aggregate amount equal to 0.125% of the aggregate principal amount of Term Loans held by such Lender as of the Deadline; and

  • Arrangement fee The Borrower shall pay to the Arranger an arrangement fee in the amount and at the times agreed in a Fee Letter.

  • Placement Fee The amount of compensation to be paid by the Company to Canaccord with respect to each Placement (in addition to any expense reimbursement pursuant to Section 7(i)(ii)) shall be equal to 3.0% of gross proceeds from each Placement.

  • CONTINGENT FEE CONSULTANT warrants, by execution of this contract that no person or selling agency has been employed, or retained, to solicit or secure this contract upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by CONSULTANT for the purpose of securing business. For breach or violation of this warranty, LOCAL AGENCY has the right to annul this contract without liability; pay only for the value of the work actually performed, or in its discretion to deduct from the contract price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

  • Amendment Fee The Borrower shall pay the Lender as of the date hereof a fully earned, non-refundable fee in the amount of $25,000 in consideration of the Lender’s execution and delivery of this Amendment.

  • Management Fee For all services to be rendered, payments to be made and costs to be assumed by you as provided in sections 2, 3, and 4 hereof, the Trust on behalf of the Fund shall pay you in United States Dollars on the last day of each month the unpaid balance of a fee equal to the excess of (a) 1/12 of .55 of 1 percent of the average daily net assets as defined below of the Fund for such month; provided that, for any calendar month during which the average of such values exceeds $250,000,000 the fee payable for that month based on the portion of the average of such values in excess of $250,000,000 shall be 1/12 of .52 of 1 percent of such portion; provided that, for any calendar month during which the average of such values exceeds $1,000,000,000, the fee payable for that month based on the portion of the average of such values in excess of $1,000,000,000 shall be 1/12 of .50 of 1 percent of such portion; provided that, for any calendar month during which the average of such values exceeds $2,500,000,000, the fee payable for that month based on the portion of the average of such values in excess of $2,500,000,000 shall be 1/12 of .48 of 1 percent of such portion; provided that, for any calendar month during which the average of such values exceeds $5,000,000,000, the fee payable for that month based on the portion of the average of such values in excess of $5,000,000,000 shall be 1/12 of .45 of 1 percent of such portion; provided that, for any calendar month during which the average of such values exceeds $7,500,000,000, the fee payable for that month based on the portion of the average of such values in excess of $7,500,000,000 shall be 1/12 of .43 of 1 percent of such portion; provided that, for any calendar month during which the average of such values exceeds 10,000,000,000, the fee payable for that month based on the portion of the average of such values in excess of $10,000,000,000 shall be 1/12 of .41 of 1 percent of such portion; and provided that, for any calendar month during which the average of such values exceeds 12,500,000,000, the fee payable for that month based on the portion of the average of such values in excess of $12,500,000,000 shall be 1/12 of .40 of 1 percent of such portion; over (b) any compensation waived by you from time to time (as more fully described below). You shall be entitled to receive during any month such interim payments of your fee hereunder as you shall request, provided that no such payment shall exceed 75 percent of the amount of your fee then accrued on the books of the Fund and unpaid.

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