Settlement Fee. Document preparation and review fees;
Settlement Fee. 12.1 Upon expiration of this Agreement, the parties shall carry out a settlement calculation and the Connected Company shall pay a settlement fee (”Settlement Fee”) in accordance with the following.
12.2 The Settlement Fee shall correspond to the costs for taking care of the electrical equipment which the Connected Company, up and until the end date of this Agreement (the ”Accounting day”), has made available on the Swedish market and which have not yet been taken care of as electrical waste. That amount shall be reduced with an amount corresponding to the costs for taking care of the electrical waste which the Connected Company can prove that it will take care of by itself.
12.3 The Connected Company shall pay the Settlement Fee no later than one month from the date the Settlement Fee was determined by El-Kretsen. This applies regardless if whether the Settlement Fee is subject to dispute between the parties under section 13 below. However, in such case El-Kretsen shall deposit the disputed amount on an escrow account.
Settlement Fee. ($325.00)..................................................... Maintenance Fee for the year ................................... Taxes for the year ..........................................................
Settlement Fee. If the Management Related Agreements are terminated as provided in Section 1.(a), then Manager shall be paid $12,000,000 (the "SETTLEMENT FEE") in the following manner:
(1) $8,000,000, which shall be payable in cash by Homegate or Prime by making payment directly to WHC or its Permitted Assigns (defined below), which shall thereafter distribute such cash to the Wyndham Parties or other persons in a manner agreed upon by such parties.
(2) $4,000,000, which shall be payable pursuant to a Promissory Note whose form is attached as Exhibit A, executed by CHRI and payable to WHC or its Permitted Assigns (the "NOTE"). The Note shall be secured by all common stock of Prime received by CHRI in connection with the Merger (the "CHRI STOCK") and such other collateral as may be reasonably satisfactory to WHC, pursuant to a Security Agreement whose terms and conditions are reasonably acceptable to Manager and CHRI (the "SECURITY AGREEMENT"). "PERMITTED ASSIGNS" means (A) affiliates of WHC or, following its merger with Patriot American Hospitality, Inc., a Delaware corporation ("PATRIOT"), any affiliate of Patriot or the entity with which its common stock is paired or (B) any lender in connection with providing security for bona fide indebtedness. All amounts payable under the Note shall be payable to WHC or a Permitted Assign, which shall distribute such amounts to the Wyndham Parties or other persons in a manner agreed upon by such parties. The Wyndham Parties hereby acknowledge receipt of the Note. The Settlement Fee shall be paid to and accepted by the Wyndham Parties in complete settlement of all amounts owing to any Wyndham Party by any Prime Party or Homegate Party in respect of the termination of the Management Agreements (including, without limitation, any "Termination Fee" under the Management Agreements) and as part of the consideration for the Wyndham Parties' release of their respective Claims (defined below). The Settlement Fee shall not, however, constitute payment of any amounts that have accrued under the Management Related Agreements before the Termination Date (including the "Management Fees" under the Management Agreements) or satisfaction of any indemnification obligations under the Management Agreements.
Settlement Fee. In full satisfaction of the Notes and all accrued and unpaid interest thereon, and any and all claims which COL may have against Critical and its affiliates, COL and/or its designees and assigns shall receive an aggregate of Six Hundred Thousand (600,000) shares of Common Stock of Critical (the "Settlement Shares"), as follows. Xxxxx Xxxxxx; Chief Executive Officer and a principal shareholder of Critical; The Xxxxx Family Irrevocable Trust, a principal shareholder of Critical; and Harbor View Fund, Inc., a principal shareholder of Critical, shall each transfer to COL 200,000 shares of Common Stock of Critical. In addition, the Board of Directors of Critical has approved a reduction in the exercise price of the 100,000 warrants to purchase common stock of Critical issued or issuable to COL under the Note from $1.00 per share to $.50 per share. In accordance with the provisions above, and the general releases to be executed by COL as described in Section 3 below, no other monies shall be due and owing to COL.
Settlement Fee. Affymax shall pay to Ortho a settlement fee (the “Settlement Fee”) of up to thirteen million U.S. dollars (US$13 million), payable as follows:
3.1.1 the sum of six million U.S. dollars (US$6 million) within 30 days of the Effective Date;
3.1.2 the sum of two million U.S. dollars (US$2 million) on or before June 30, 2012;
3.1.3 The sum of two million five hundred thousand U.S. dollars (US$2.5 million) within 30 days of the first grant by the FDA of regulatory approval in the U.S. of a Product, and
3.1.4 The sum of two million five hundred thousand U.S. dollars (US$2.5 million) within 30 days of the first grant of regulatory approval in France, Germany, Italy or the U.K. of a Product.
Settlement Fee. Epirus shall pay to Reliance a fee of US$2,250,000 (the “Settlement Fee”), payable as follows:
a. An initial payment of US$750,000, payable within ten (10) days of the Settlement Effective Date; and
b. Three (3) installments of US$500,000 each, payable within ten (10) days of each of the following dates: 31 August, 2015, 31 January, 2016, and 30 June, 2016, for total installment payments equal to US$1,500,000. The Settlement Fee shall be made by means of transfer to a bank account designated by Reliance in writing. If Epirus fails to make the initial payment or any installment payment to Reliance under this Settlement Agreement within the applicable payment due dates as mentioned above, Reliance shall be entitled to reject any Purchase Order placed by Epirus until such time as Epirus has made payment to Reliance, in full, of the outstanding amount due.
Settlement Fee. Seller and Purchaser will each pay one-half of any reasonable and customary closing fee charged by the Title Insurer.
Settlement Fee. In consideration of the promises, covenants, and obligations stated herein, the PRP Group agrees to pay Owner, by and through Xxxxxx X. Xxxxx XX, the Owner’s Designated Representative as of the Effective Date, the amount of $25,000.00, in payment for access to Owner’s Property and Owner’s consent to the remediation of Owner’s Property according to the terms and provisions of this Agreement.
Settlement Fee. The Settlement Fee set forth in this section 5.2 represents an irrevocable financial obligation payable by RMDX to STOP under this Agreement. The Settlement Fee is the net amount payable in consideration of the dismissals of the Texas Litigation and the California Litigation, and is an obligation of RMDX as of the Effective Date, but shall be paid on the schedule provided for in this Agreement. QE 12-31-09 through QE 09/30/10 $XXXXXXXXX $XXXXXXXXXXX QE 12-31-10 through QE 09/30/11 $XXXXXXXXX $XXXXXXXXXXX QE 12-31-11 through QE 09/30/12 $XXXXXXXXX $XXXXXXXXXXX Total Settlement Fee Obligation $XXXXXXXXX Quarters Ending 12/31 March 1st Quarters Ending 3/31 June 1st Quarters Ending 6/30 September 1st Fiscal Year Ending 9/30 December 1st Royalties The royalty provisions set forth in this Agreement represent the “net” (offset) value owing by RMDX to STOP, considering all the provisions of this Agreement, including but not limited to, the exchange of license grants, covenants and the potential research and development opportunities available from the respective patents. That is, but for the above-cited items that are extended by RMDX to STOP, the royalty amount owed by RMDX to STOP would be greater. In consideration of the foregoing, including STOP’s license of the STOP Licensed Patents, RMDX agrees to pay STOP a royalty, subject to the adjustments of section 6. Each Party acknowledges that it is receiving good and valuable consideration from the other. RMDX will pay STOP a royalty of the greater of (i) XXXXX of the License Base Revenues, or (ii) $XXXXX per covered activated unit per day as described in Exhibit I. No royalties shall be due or owed for lost or stolen products. Payment of the royalties due under this Section 5.3 shall commence at such time as RMDX realizes revenues from sales qualifying as License Base Revenues under section 1.19 defined herein. Such royalties shall be an obligation of RMDX, and are payable for as long as RMDX realizes License Base Revenues and a minimum of one (1) claim for any one (1) of the Licensed Stop Patents remains valid and enforceable. The royalties payable under this section 5.3 shall be subject to the conditional adjustments of sections 6 and 8 below and the provisions of this Agreement relating to termination. The royalties owed under this section 5.3 shall be payable independent of whether or not RMDX uses the technology claimed in the Licensed STOP Patents. The provisions of this section 5 and related sections are bi...
