Technology Access Fee After the Effective Date, within [***] days after receipt of the corresponding invoice from Mersana, Merck will pay to Mersana, a one-time, non-refundable, non-creditable, upfront fee of Twelve Million Dollars ($12,000,000.00) (the “Technology Access Fee”). Payment of the Technology Access Fee shall be subject to any withholding Tax obligations set forth in Section 6.9.1.
Post-Closing Access (a) Each of Seller and Buyer shall, and Buyer shall cause the Company to, preserve and keep all books and records and other information relating to the accounting, legal, Tax, regulatory, business and financial affairs of the Company and the Rolling Mill Business for a period of seven (7) years after the Closing Date (or, in the case of information relating to Taxes, until the expiration of any applicable statute of limitations), or for a longer period if (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or other legal or regulatory action that is then pending or threatened so long as the requesting Party has notified the other Party with prior written notice of the need to retain such books, records or information. (b) Following the Closing, for so long as such information is retained by Buyer in accordance with Section 5.8(a), Buyer shall, and shall cause the Company, to permit Seller and its authorized Representatives, at Seller’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Buyer to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with respect to any Tax Claim or similar proceedings, (ii) any Action relating to Seller, the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Seller shall have no right of access to, and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates (including the Company) is a party or is subject, (2) result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges), (3) result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papers. (c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer and its authorized Representatives, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with any Tax Claim or similar proceedings, (ii) any Action relating to the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Seller or any of its Affiliates is a party or is subject,
Utilization Fee If the aggregate outstanding amount of (i) all Revolving Credit Advances hereunder and (ii) all "Revolving Credit Advances" under (and as defined in) the Three-Year Agreement exceeds thirty-three percent (33%) of the aggregate amount of (x) all Commitments hereunder and (y) all "Commitments" under (and as defined in) the Three-Year Agreement then in effect on such date (or, if any of the Commitments or "Commitments" have been terminated, the aggregate amount of all Commitments and "Commitments" in effect immediately prior to such termination), the Borrower will pay to the Agent for the ratable benefit of the Lenders a utilization fee (the "Utilization Fee") at a per annum rate equal to the Applicable Utilization Fee Rate in effect from time to time payable on the aggregate outstanding amount of all Revolving Credit Advances on such date, payable in arrears quarterly on the last day of each March, June, September and December, and on the Revolver Termination Date.
User Access Transfer Agent shall have a process to promptly disable access to Fund Data by any Transfer Agent personnel who no longer requires such access. Transfer Agent will also promptly remove access of Fund personnel upon receipt of notification from Fund.
Full Access The Seller will permit representatives of the Buyer to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Seller to the Property and to obtain copies of all books, records, contracts, and documents of or pertaining to the Property.
Open Access Same-Time Information System (OASIS): 1. 28A Operating Agreement of the PJM Interconnection, L.L.C. or Operating Agreement:
WORK ACCESS The Association shall provide a current, written list of its Association Representatives to all heads of departments, offices, or bureaus represented herein and the CAO. The Association shall be responsible for keeping the list current. An Association Representative shall have access to department, office, or bureau facilities where Unit members are employed during regular working hours to assist employees covered under this MOU in addressing grievances when such Association assistance is requested by a grievant(s) or to investigate matters arising out of the application of the provisions of this MOU. The Association Representative shall request authorization for such visits by contacting the designated Management representative of the head of the office, department, or bureau. In the event immediate access cannot be authorized, the designated Management representative shall inform the Association Representative as to the earliest time when access can be granted. This Article shall not be construed as a limitation on the power of the head of a department, office, or bureau to restrict access to areas designated for security or confidential purposes.
Construction Phase Fee Contractor’s Construction Phase Fee is the maximum amount payable to Contractor for any cost or profit expectation incurred in the performance of the Work that is not specifically identified as being eligible for reimbursement by Owner elsewhere in this Agreement. References in the UGSC to Contractor’s “overhead” and “profit” mean Contractor’s Construction Phase Fee. The Construction Phase Fee includes, but is not limited to, the following items: 9.1 All profit, profit expectations and costs associated with profit sharing plans such as personnel bonuses, incentives, and rewards; company stock options; or any other like expenses of Contractor.
Construction Management Fee The Construction Management Fee for the Project shall be either a ☒Lump Sum or ☐Not-To-Exceed Fee of Thirty-Six Thousand, Eight Hundred Forty-Six Dollars and Twenty-Six Cents ($36,846.26). NOTE: Allowances will be on a Not-To-Exceed basis. All unused funds will be returned to the School District at the time of construction closeout. Fee will be paid only on cost of work for these items. Exhibit C- Project Assignment Page 2 of 4
Up-Front Fee The Borrowers shall pay to the Agent an up-front fee in the amount and at the times agreed in a Fee Letter.