Remarketing Agent Compensation Clause Samples
Remarketing Agent Compensation. (a) As long as the Bonds bear interest at the Variable Rate, the Borrower shall pay to the Remarketing Agent during the term hereof a continuing remarketing and administration fee (the “Remarketing Fee”) computed at the annual rate of one-eighth of
1. 00% per annum of the aggregate principal amount of the Bonds outstanding from time to time. Such fee shall be payable annually, in advance, commencing on the Closing Date, and thereafter on the first day of each September during the term hereof (each such date sometimes referred to as a “Fee Payment Date”), based on the outstanding principal amount of the Bonds on each Fee Payment Date. Such fee shall be computed on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be. The amount of the Remarketing Fee payable on the Closing Date for the period from the Closing Date to and including September 1, 2005, shall be prorated.
(b) If the Remarketing Agent is requested by the Borrower to use its best efforts to arrange for the remarketing of the Bonds on the Conversion Date pursuant to Section 4, the Remarketing Agent shall be paid such remarketing fee as may then be mutually agreed upon by the Borrower and the Remarketing Agent.
(c) In addition to the fees set forth above, the Borrower shall reimburse the Remarketing Agent for its reasonable actual out-of-pocket expenses incurred in connection herewith and shall indemnify the Remarketing Agent for, and hold it harmless against, any loss, liability or expense (including counsel fees and disbursements), incurred without gross negligence or willful misconduct on its part, arising out of or in connection with its performance of its obligations hereunder.
Remarketing Agent Compensation. While the Series 2005A Bonds bear interest at the Weekly Rate or a Flexible Rate, the Company shall pay the Remarketing Agent on the first day of each January, April, July and October, commencing January 1, 2006, and on the date of the occurrence of any of the events referred to in clause (b) of the next sentence, for services rendered by the Remarketing Agent under the Indenture and hereunder during the immediately preceding up to three-month period, a remarketing fee equal to one-tenth of one percent (0.1%) per annum of the average aggregate principal amount of Series 2005A Bonds outstanding during the period for which such fee is payable based on the actual number of days in the period for which such fee is payable over a 365 or 366-day year, as the case may be. The remarketing fee shall be pro-rated (a) for the period from the Date of Issuance through December 31, 2005, and (b) for any period of less than three months from the most recent quarterly payment date to which the fee has been paid during which (i) the Remarketing Agent resigns or is removed or (ii) all of the Series 2005A Bonds are redeemed in full, based upon the number of days during such period that any of the Series 2005A Bonds were outstanding or the Remarketing Agent was serving hereunder, as the case may be. The Remarketing Agent reserves the right periodically to review and possibly revise the remarketing fee payable by the Company hereunder based on prevailing market conditions related to the remarketing of the Series 2005A Bonds and other comparable securities; provided that any such revised remarketing fee shall not be payable by the Company unless agreed to in writing by the Company and the Remarketing Agent. The Company also agrees to pay or reimburse the Remarketing Agent for all reasonable out-of-pocket costs and expenses incurred by it in connection herewith, including, without limitation, reasonable fees and disbursements of counsel to the Remarketing Agent.
Remarketing Agent Compensation. The Borrower agrees to pay to the Remarketing Agent a continuing remarketing and administration fee as set forth in that certain Engagement Letter dated July 15, 1994 from the Remarketing Agent to the Borrower and accepted and agreed to by the Borrower, and such fee shall be payable in advance on the initial Date of Issuance and on each October 1 thereafter until payment in full of the Notes. The Borrower also agrees to reimburse the Remarketing Agent for all reasonable out-of-pocket expenses incurred by it in connection herewith, including, but not limited to, fees and disbursements of counsel to the Remarketing Agent.
Remarketing Agent Compensation. (a) In consideration of the services to be performed by the Remarketing Agent under this Remarketing Agreement, the Issuer and the City agree to pay to the Remarketing Agent
(i) for each 12-month period commencing on the Closing Date a fee of .10 percent of the average principal amount of Bonds which are outstanding during such period and which bear interest at a Weekly Interest Rate or a Daily Interest Rate, such annual fee to be payable quarterly in arrears, and
(ii) in connection with the remarketing of Bonds at a Bond Interest Term Rate or a Long-Term Interest Rate, an amount as shall be agreed to in writing by the Issuer, the City and the Remarketing Agent prior to the initial remarketing of such Bonds at such rates.
(b) In addition, the Issuer and the City shall pay all reasonable expenses and costs of the Remarketing Agent incurred in connection with the transactions contemplated hereby (including, without limitation, the expenses and costs of the preparation of any blue sky and legal investment surveys for the public marketing or remarketing of the Bonds and the preparation, printing, photocopying, execution and delivery of any revised or updated Official Statements, and further including, without limitation, the fees and expenses of counsel to the Remarketing Agent in connection therewith), unless and to the extent that such expenses and costs are paid by the underwriter pursuant to the Purchase Contract.