Special Fee Sample Clauses

Special Fee. In addition to interest, commitment fees and other payments provided for herein, Borrower shall pay to Lender a special fee equal to 15% of the Net Profits of Bal/Rivgam from-time to time as and when realized. With respect to any capital contributions by Lender or Xxxxx Xxxxxxxx ("Xxxxxxxx"), or any Affiliate of Lender or Balitsos, to Borrower, up to an aggregate maximum of 25% of the cost (net of any bidding credits) of WCS Licenses won by Bal/Rivgam in the WCS Auctions (the "Equity Investment"), there shall be deemed to be, for purposes of computing Net Profits, an interest expense equal to 20% plus higher of the prime rate (as set forth in the Wall Street Journal) or 7% (reset annually on each April 4), compounded annually. The payment provided for in Section 2(b) of the Letter Agreement dated March 25, 1997, between Borrower and Xxxxx PCS Corporation G shall not be deemed to be a cost for purposes of computing Net Profits; however, interest, commitment fees and payments (other than pursuant to this Section 2.01(e)) under this Agreement shall be deemed to be costs in computing Net Profits. Net Profits shall mean and shall be deemed to be realized at the time of (i) any profits received by Bal/Rivgam from the sale, directly or indirectly, of all or a substantial portion of the assets of Bal/Rivgam (assuming the payment of the principal and deemed interest expense on the Equity Investment), (ii) any payments or distributions by Bal/Rivgam, including loans, to the members of Bal/Rivgam or their Affiliates (other than payments of principal and deemed interest expense on the Equity Investment, payments pursuant to this Agreement and payments pursuant to the Expenses Agreement), (iii) the proceeds from any sale, directly or indirectly, including a merger or similar transaction, by any members of Bal/Rivgam of any of their interest in Bal/Rivgam and/or (iv) the proceeds from any sale or in any member of Bal/Rivgam, whether by an Affiliate, to a person that is not an Affiliate of Bal/Rivgam. The term "Affiliate" shall have the meaning in Rule 12b-2 under the Securities Exchange Act of 1934, as amended . Net Profits shall not include any amounts received by Borrower pursuant to this Loan Agreement (other than pursuant to this Section 2.01(e)). Any recipient of any distributions or proceeds from sale shall be responsible, in addition to Bal/Rivgam, for the payment of any amounts due under this Section 2.01(e). Any dispute under this Section 4.01(e) shall be subje...

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. 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. 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. 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. 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

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 $2,000,000 to Wisconsin Energy in immediately available funds within five (5) business days after the occurrence of a Special Event.

Special Fee. As a one time fee, Davix xxxll receive $1,750 on the later of January 15, 1996 or the date that the first version of the report on competitive intelligence is presented to Anthxxx Xxxxxx, xxd a further $1,750 on the later of February 15, 1996 or the dated that the final report on competitive intelligence is presented to Anthxxx Xxxxxx. SECTION 7. New Section 5.6. A new Section 5.6. is hereby added to the Agreement to read as follows:

Special Fee. In the event that the Company shall not complete a Qualified Equity Financing on or prior to January 31, 2007, the Company shall on February 1, 2007 pay to the Purchasers a fully earned and non-refundable fee in the aggregate amount of $75,000, such fee to be allocated among the Purchasers pro rata in accordance with the respective outstanding principal amounts of the Notes then held by them." 2. Amendment to Section 3.1(b)(i)

Special Fee. 31 2.05 Revolving Credit Loan Requests...................................................................... 31 2.06 Making Revolving Credit Loans....................................................................... 32 2.07 Revolving Credit Note............................................................................... 32 2.08 Use of Proceeds..................................................................................... 32 2.09 Letter of Credit Subfacility........................................................................ 33 2.10 Voluntary Reduction of Revolving Credit Commitments................................................. 38 ARTICLE III - COLLATERAL......................................................................................... 38 3.01 Collateral.......................................................................................... 38