Special Fee. In order to induce Farmers to enter into this Agreement and to compensate Farmers for the time and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement and the losses suffered by Farmers from foregone opportunities, if the Effective Time has not occurred on or before May 31, 2001, and a "Security Special Event" (as defined below) has occurred, Security shall pay to Farmers on May 31, 2001, $2,000,000 in immediately available funds; provided, however, that if prior to May 31, 2001, Security notifies Farmers that it cannot consummate the Merger because of a Security Special Event, then Security shall pay to Farmers $2,000,000 in immediately available funds within three business days following the date of such notice.
Special Fee. If the Injunction is lifted or dissolved, OSI shall pay to CADUS a supplemental license fee of $250,000 within ten (10) days after the receipt of notice of the lifting or dissolution of the Injunction.
Special Fee. Accruing from the Eighteenth Amendment Effective ----------- Date until the Expiration Date, the Borrower agrees to pay to the Administrative Agent for the account of each Bank, a fee (the "Special Fee") equal to the sum of the amounts under the following clauses (i) and (ii): (i) product of (x) the per annum rate of 1.50%, multiplied by (y) the daily average of the applicable Redemption Amount, plus (ii) the product of (x) the per annum rate of 1.50%, multiplied by (y) the aggregate daily average amount of the dividends or distributions made by the Borrower to MPN under Section 8.02(e)(vii) from the Eighteenth Amendment Effective Date through the date of determination. The Special Fee shall be computed as of the end of each fiscal quarter of the Borrower and shall be payable in arrears on the first Business Day of each April, July, October and January after the date hereof, commencing on January 1, 1999, and on the Expiration Date or upon acceleration of the Notes.
Special Fee. In order to induce API to enter into this Agreement and to compensate API for the time and expenses incurred in connection with this Agreement and the Merger and the losses suffered by API from foregone opportunities, ZERO shall pay a "Special Fee" equal to $15,000,000 to API in immediately available funds within five (5) business days after the occurrence of a Special Event. If ZERO fails to pay the Special Fee when due: (i) the unpaid portion of the Special Fee (including accrued interest thereon) shall accrue interest at the annual rate of 12%, compounding monthly, from the date the Special Fee was due until the date the Special Fee and all accrued interest thereon is paid in full; and (ii) ZERO shall pay all costs and expense of API (including the fees and expenses of attorneys and other advisors) in connection with any action (including the filing of any lawsuit or other legal action) taken by API to collect payment of the Special Fee and accrued interest thereon. The agreements contained in this Section 3.9 (e) of this Agreement are an integral part of this Agreement and constitute liquidated damages and not a penalty.
Special Fee. In order to induce Wisconsin Energy to enter into ----------- this Agreement and to compensate Wisconsin Energy for the time and expenses incurred in connection with this Agreement and the Merger and the losses suffered by Wisconsin Energy from foregone opportunities, WICOR shall pay a "Special Fee" equal to $30,000,000 to Wisconsin Energy in immediately available funds within five (5) business days after the occurrence of a Special Event. If WICOR fails to pay the Special Fee when due: (i) the unpaid portion of the Special Fee (including accrued interest thereon) shall accrue interest at the annual rate of 12%, compounding monthly, from the date the Special Fee was due until the date the Special Fee and all accrued interest thereon is paid in full; and (ii) WICOR shall pay all costs and expenses of Wisconsin Energy (including the fees and expenses of attorneys and other advisors) in connection with any action (including the filing of any lawsuit or other legal action) taken by Wisconsin Energy to collect payment of the Special Fee and accrued interest thereon. The agreements contained in this Section 3.9 (e) of this Agreement are an integral part of this Agreement and constitute liquidated damages and not a penalty. Notwithstanding anything contained in this Agreement, there shall not be a Special Fee required with respect to an Other Transaction described in Section 3.9(a)(ii)(A) of this Agreement unless:
Special Fee. In order to induce Wisconsin Energy to enter into this Agreement and to compensate Wisconsin Energy for the time and expenses incurred in connection with this Agreement and the Merger and the losses suffered by Wisconsin Energy from foregone opportunities, ESELCO shall pay a "Special Fee" equal to $2,000,000 to Wisconsin Energy in immediately available funds within five (5) business days after the occurrence of a Special Event.
Special Fee. If Borrower has not prepaid the Loan in full within five Business Days after the end of the F-Block Auction, Borrower shall pay Lender a special fee equal to 20.04008% of the Net Profits of PCSF's 49.9% partnership interest in Bidder (i.e., a 10% interest in Bidder), from time to time as and when realized. Net Profits shall not include any amounts received by PCSF pursuant to the Bidder Loan Agreement and shall be net of any losses of PCSF under the Bidder Loan Agreement. For purposes of computing Net Profits, capital contributions by PCSF to Bidder shall be deemed to be loans to Bidder under the Bidder Loan Agreement and interest under the Bidder Loan Agreement shall include deemed commitment fees and interest on such capital contributions. Net Profits shall mean and shall be deemed to be realized at the time of (i) any profits received by PCSF from the sale, directly or indirectly, of all or a substantial portion of the assets of Bidder and the distribution of the proceeds to the partners (after payments of the principal and interest under the Bidder Loan Agreement), (ii) any payments or distributions by Bidder to Borrower or its Affiliates, including loans (other than principal, interest and other amounts as contemplated in the Bidder Loan Agreement and the Expenses Agreement referred to therein) including loans, (iii) the proceeds from any sale, directly or indirectly, including a merger or similar transaction, by Borrower of any of its partnership interest in Bidder, and/or (iv) the net proceeds from any sale of the stock of PCSF, whether by the existing stockholder or an Affiliate, to a person or entity that is not its Affiliate of PCSF. The term "Affiliate" shall have the meaning in Rule 12b-2 under the Securities Exchange Act of 1934, as amended. Any dispute under this Section 2(d), including without limitation the amount of profit, the value of any non-cash items or 2 other matters, if the parties cannot otherwise agree, shall be submitted to binding arbitration under the rules of the American Arbitration Association."
Special Fee. If Borrower has not prepaid the Loan in full within five Business Days after the end of the F-Block Auction, Borrower shall pay Lender a special fee equal to 10% of the Net Profits of PCSF's partnership interest in Bidder, from time to time as and when realized. Net Profits shall not include any amounts received by PCSF pursuant to the Bidder Loan Agreement and shall be net of any losses of PCSF under the Bidder Loan Agreement. For purposes of computing Net Profits, capital contributions by PCSF to Bidder shall be deemed to be loans to Bidder under the Bidder Loan Agreement and interest under the Bidder Loan Agreement shall include deemed commitment fees and interest on such capital contributions. Net Profits shall mean and shall be deemed to be realized at the time of (i) any profits received by PCSF from the sale, directly or indirectly, of all or a substantial portion of the assets of Bidder and the distribution of the proceeds to the partners (after payments of the principal and interest under the Bidder Loan Agreement), (ii) any payments or distributions by Bidder to Borrower or its Affiliates, including loans (other than principal, interest and other amounts as contemplated in the Bidder Loan Agreement and the Expenses Agreement referred to therein) including loans, (iii) the proceeds from any sale, directly or indirectly, including a merger or similar transaction, by Borrower of any of its partnership interest in Bidder, and/or (iv) the net proceeds from any sale of the stock of PCSF, whether by the existing stockholder or an Affiliate, to a person or entity that is not its Affiliate of PCSF. The term "Affiliate" shall have the meaning in Rule 12b-2 under the Securities Exchange Act of 1934, as amended. Any dispute under this Section 2(d), including without limitation the amount of profit, the value of any non-cash items or other matters, if the parties cannot otherwise agree, shall be submitted to binding arbitration under the rules of the American Arbitration Association.
Special Fee. Notwithstanding anything herein to the contrary and only provided that this Agreement has not been terminated under one or more of the terms of Section 7.1(a) – 7.1(i) (excluding 7.1(g) – 7.1(h)) herein prior to the lapse of forty five (45) days from the date hereof (in respect of (i)) or prior to the lapse of ten weeks from the date of this Agreement (in respect of (ii)), (i) if the Required Company Shareholder Approval has not been obtained within forty five (45) days of the date hereof, or (ii) if the Registration Statement on behalf of the Company has not been filed with the SEC within ten weeks from the date of this Agreement (other than as a result of the failure of Moringa to provide information concerning Moringa required to be included in the Registration Statement reasonably satisfactory to counsel for the Company), the Company shall immediately (and in any event within seven (7) days from Moringa’s written demand) pay a fee to Moringa in an amount of US$3 million (the “Special Fee”), in cash, by irrevocable wire transfer in immediately available funds, to an account designated by Moringa, this being the sole monetary remedy and/or right to which Moringa may be entitled under this Agreement, at law or in equity, for breach of the covenant to obtain the Required Shareholder Approval within forty five (45) days from the date hereof and for breach of the covenant to file the Registration Statement with the SEC within ten weeks from the date of this Agreement. Such payment shall not be conditional upon Moringa having to present evidence of any loss. For the avoidance of doubt, Moringa has the right to specific performance pursuant to Section 9.7 and the Company unconditionally accepts this; provided that Moringa shall no longer be entitled to the Special Fee, and shall return any amount received on account of the Special Fee, if following enforcement of this Agreement the Parties consummate the Transactions as contemplated herein prior to February 15, 2023. However, if the Company does not have sufficient cash to pay the Special Fee when due, then the portion of the Special Fee that the Company does not have sufficient cash to pay shall instead be payable as follows: (x) of any amount advanced to, or invested in, the Company or its subsidiaries until February 15, 2023, 12% shall be used to pay the outstanding balance of the Special Fee, and (y) any amount of the Special Fee that remains outstanding on February 15, 2023, shall be immediately pay...
Special Fee. In consideration for Wind Point's services in connection with arranging the Transactions (as defined in the Credit Documents), and as additional consideration for Wind Point's services provided hereunder, upon the repayment in full of all of the Obligations (as defined in the Credit Agreement) and all of the Subdebt Obligations (as defined in the Investment Agreement), other than in respect of the Warrants (as defined in the Investment Agreement) (the "Repayment"), the Company shall pay Wind Point a fee (the "Special Fee") equal to the sum of (i) $250,000, plus (ii) the product of (x) $70,000 multiplied by (y) the result of a fraction, the numerator of which is the number of days between the date of this Agreement and the consummation of the Repayment, and the denominator of which is 365.
