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 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. 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. 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 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, 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. In order to induce Guarantee to enter into this Agreement and to compensate Guarantee for the time and expenses incurred in connection with this Agreement and the merger and the losses suffered by Guarantee from foregone opportunities, the Company shall pay a "Special Fee" equal to $750,000 to Guarantee in immediately available funds within five business days after the occurrence of a Special Event.
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. 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:
