Reimbursement Fee. Within thirty (30) days after the Effective Date, Inari shall pay Inceptus an amount equal to the sum of thirty-six thousand dollars ($36,000) plus the legal expenses set forth on Exhibit B (the “Reimbursement Fee”), which the parties acknowledge and agree is in consideration for and to reimburse Inceptus for out-of-pocket expenses relating to Licensed Product. The Reimbursement Fee is non-refundable and not creditable against any other amounts payable hereunder.
Reimbursement Fee. Contemporaneous herewith, the Company shall pay to the Purchasers an aggregate of $20,000 in readily available funds, representing (i) the remainder of the Reimbursement Fee provided for in Section 2.18 of the First Amendment and (ii) an agreed -------------------------------------------------------------------------------- AGREEMENT AND SECOND AMENDMENT TO BRIDGE SECURITIES PURCHASE AGREEMENT - PAGE 8 (Visual Edge Systems Inc.) upon reimbursement of estimated fees and expenses incurred by the Purchasers in connection with the First Amendment and this Amendment.
Reimbursement Fee. Arête shall reimburse Contractor for all third party costs and expenses (including without limitation, operating costs, capital expenditures, production taxes and producing, drilling and construction overhead charges billed by third party operators) incurred or borne by Contractor and associated with the Assets during the term of this Agreement. In addition to the foregoing reimbursements, Arête shall pay Contractor $23,000.00 per month (pro rated for partial months) beginning on August I, 2011 for the Services during the term of this Agreement. Contractor shall provide monthly statements to Arête detailing third party costs and expenses and the fee for the Services and Arête shall pay such invoices within 30 days following receipt. If payment is not made within such time, the unpaid balance shall bear interest monthly at the prime rate in effect at XX Xxxxxx Chase Bank, N.A. on the first day of the month in which delinquency occurs plus 2% or the maximum contract rate permitted by applicable Colorado law, whichever is lesser, plus attorneys’ fees, court costs, and other costs in connection with the collection of unpaid amounts. In the event that any delinquency in payment exists for a period of more than 60 days, Contractor may, at its option, immediately declare this Agreement terminated and shall provide no further Services with respect to the Assets and shall have no further liability or responsibility with respect to the Assets.
Reimbursement Fee. The parties acknowledge and agree that Tenant is relying on Landlord's representation that as of the date hereof, the lease with the current tenant, Age Wave Communications Corp. ("Age Wage"), has been rejected by the Bankruptcy Court (subject only to the payment as directed by the Bankruptcy Court pursuant to the ruling of the Bankruptcy Court on November 15, 1999) and/or terminated in accordance with the terms required by the Bankruptcy Court, if any. In addition, Landlord represents that upon such payment as directed by the Bankruptcy Court, Landlord has full legal capacity to deliver possession of the Premises free of any claims by Age Wave, its estate or any third party. Based on this representation, Tenant hereby agrees that it shall pay to Landlord simultaneously with the execution of this Lease, the sum of $523,712.58 (the "Reimbursement Fee") via wire transfer or immediately available funds; provided that, if the Premises shall not be delivered to Tenant within three (3) business days hereof pursuant to the terms and conditions contained herein, Landlord shall return the Reimbursement Fee to Tenant, this Lease shall terminate, and neither party shall have any further obligations hereunder and provided further that in the event Tenant cannot retain possession of the Premises as a result of any act or claim by any third party, Landlord shall pay to Tenant the Reimbursement Fee together with all actual costs incurred by Tenant in connection with preparing the Premises for occupancy. EXHIBIT A RULES AND REGULATIONS
1. Driveways, sidewalks, halls, passages, exits, entrances, elevators, escalators and stairways shall not be obstructed by tenants or used by tenants for any purpose other than for ingress to and egress from their respective premises. The driveways, sidewalks, halls, passages, exits, entrances, elevators and stairways are not for the use of the general public and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the judgment of Landlord, shall be prejudicial to the safety, character, reputation and interests of the Building, the Project and its tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom any tenant normally deals in the ordinary course of such tenant's business unless such persons are engaged in illegal activities. No tenant, and no employees or invitees of any tenant, shall go upon the roof of any Building, ...
Reimbursement Fee. At any time after the occurrence of a draw under the Support Letter of Credit, the amount drawn under the Support Letter of Credit shall be deemed to constitute a loan (an “L/C Loan”) made by the Support L/C Provider to the Company. In addition to the Support Letter of Credit Fee, the Company agrees to pay to the Support L/C Provider a fee (the “Reimbursement Fee”) in the amount of the Applicable Fee times the aggregate amount of the L/C Loan. The Reimbursement Fee shall accrue through the last day of each fiscal quarter of the Company and shall be due and payable on the first Business Day of each January, April, July and October, commencing with the first such date to occur after the occurrence of a draw under the Support Letter of Credit. All L/C Loans shall be due and payable on the Termination Date.
Reimbursement Fee. To induce Savage to participate in the formation of and to invest capital in Mohave, Covol agrees that it will reimburse (the "Reimbursement Fee") Savage from the License Fees received by Covol from Mohave, an amount equal to *** of the cash capital required to (i) initially upgrade and place the Facility into operation at *** and (ii) to thereafter upgrade the Facility from time-to-time as determined by Mohave to efficiently and economically produced a Qualified Fuel. The basis for the Reimbursement Fee shall be documented. At Savage's request, Covol agrees to request and authorize Mohave to deduct from the License Fees due to Covol and pay directly to Savage, the amount thus deducted which will be treated as a credit against the Reimbursement Fee owing by Covol to Savage.
Reimbursement Fee. In consideration of Management Services ----------------- rendered by the Management Company, the Medical Group shall pay to the Management Company on the fourth business day of each week during the Term a reimbursement fee (the "Reimbursement Fee") equal to the costs and expenses set forth on Schedule II actually incurred by the Medical Group during the preceding ----------- week.
Reimbursement Fee. (i) In the event that this Agreement is terminated by the Company pursuant to Section 10.1(b)(iii) or Section 10.1(c)(iii) and following the date of such termination the Company consummates a Capital Raise Transaction resulting in proceeds that are equal to or exceed the Minimum Investment Amount, then within five (5) Business Days following the consummation of such Capital Raise Transaction, the Company shall pay Acquiror, by wire transfer of same day funds to the account designated by Acquiror, the Reimbursement Fee. This Section 10.2(b)(i) shall survive the termination of this Agreement for any reason.
(ii) In the event that the condition in Section 9.1(i) has not been satisfied, but within six (6) months following the date of termination of this Agreement pursuant to Section 10.1(a) or Section 10.1(b)(ii), the Company or any of its Subsidiaries consummates a capital raise transaction (a “Subsequent Capital Raise Transaction”), which when aggregated with any Capital Raise Transaction entered into prior to termination of this Agreement and completed thereafter, results in proceeds that are equal to or exceed, the Minimum Investment Amount, then the Company shall pay Acquiror the Reimbursement Fee. The Company shall pay the Reimbursement Fee by wire transfer of same-day funds to the account designated by the Acquiror within five (5) Business Days of the consummation of the Subsequent Capital Raise Transaction. This Section 10.2(b)(ii) shall survive the termination of this Agreement for any reason.
(iii) In the event that this Agreement is terminated by Acquiror pursuant to Section 10.1(d)(ii) or Section 10.1(d)(iii) and following the date of such termination the Company consummates a Capital Raise Transaction resulting in proceeds that equal to or exceed the Minimum Investment Amount, then within five (5) Business Days following the consummation of such Capital Raise Transaction the Company shall pay Acquiror, by wire transfer of same day funds to the account designated by Acquiror, the Reimbursement Fee. This Section 10.2(b)(iii) shall survive the termination of this Agreement for any reason.
Reimbursement Fee. As partial reimbursement for GPC’s efforts and expenditures in developing the GPC Platform, BG shall pay GPC a reimbursement fee (the “Reimbursement Fee”) of Ten Million Dollars ($10,000,000) payable thirty (30) days after the Effective Date.
Reimbursement Fee. If:
a) any Party violates this Agreement in any material respect, provided that such violation has not been rectified by the breaching Party within two business days after rectification has been requested by the other Party; or
b) the Board of Directors of any Party withdraws or materially adversely modifies its recommendation to its shareholders (with respect to Offeror, the recommendation to the shareholders to approve the issuance of its Common Stock in the Transaction and the amendment to its Certification of Incorporation to increase its authorized shares of Common Stock, and with respect to the Company, the recommendation to the shareholders to accept the Offer), provided that such withdrawal or adverse modification is not the result of either (i) such Party becoming aware that any information made public by the other Party in any material respect is incorrect or misleading, or that any material fact which should have been made public by the other Party has not been made public; or (ii) a “Material Adverse Effect” with respect to the other Party, as defined here below; such Party shall be required to pay to the other Party a reimbursement of US$ 4 million, which amount represents a reasonable estimate of the amount necessary to compensate the other Party for all costs and expenses that such Party has incurred in connection with the Transaction, including without limitation (A) the expenses incurred in connection with the authorization, negotiation, preparation, execution and completion of the Transaction, the preparation, printing, filing and mailing of any disclosure documents, the solicitation of shareholder approvals and all other matters related to the Transaction and (B) other costs incurred by a Party by virtue of dedicating significant management and board attention to the investigation, negotiation and other matters relating to the Transaction. The Parties agree that such reimbursement shall be the sole and exclusive remedy of the Parties in the situations described in (a) and (b) above. Material Adverse Effect shall for the purpose of this Agreement mean any event (an “Effect”) that materially negatively affects the other Party’s liquidity or results; provided, however, that, in no event shall any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been or will be, a Material Adverse Effect: (A) any change in the other Party’s share price or trading volume in and of ...
