SunRice Break Fee Sample Clauses

SunRice Break Fee. 11.1 Payment by SunRice to Ebro (a) XxxXxxx agrees to pay to Ebro A$3,148,000 (exclusive of GST) (SunRice Break Fee) if at any time during the term of this agreement a Competing Proposal is announced and within nine (9) months thereafter the Competing Proposal is implemented or becomes free of any defeating conditions. For the avoidance of doubt and if relevant, this obligation survives termination of this agreement for the requisite nine (9) month period. (b) SunRice must pay Ebro the SunRice Break Fee within 10 Business Days of receipt by SunRice of a demand for payment from Ebro made after the occurrence of the event referred to in clause 11.1(a). SunRice's obligation to make the payment referred to in this clause will be satisfied by the payment of the relevant amount in immediately available funds to the account nominated by Ebro for the purposes of this clause. (c) For the avoidance of doubt, the SunRice Break Fee is payable only once and is not payable merely because the resolution submitted to the Scheme Meetings in respect of the Scheme is not approved by the majorities required under section 411(4)(a)(ii) of the Corporations Act or the EGM Resolutions are not passed by the requisite majorities. (d) Notwithstanding the occurrence of any event described in clause 11.1(a), no amount will be payable by SunRice to Ebro under this clause 11.1(a) if: (i) the Scheme becomes Effective. To the extent any amounts have already been paid under this clause 11.1 and the Scheme becomes Effective, such amounts shall be refunded to SunRice within two Business Days of the Scheme becoming Effective; or (ii) prior to the SunRice Break Fee becoming payable to Ebro, SunRice has validly terminated this agreement pursuant to any of clauses 10.1(a)(i), 10.1(b)(i), and 10.1(b)(ii)(A). (e) Ebro acknowledges and agrees that its sole remedy against SunRice in relation to any event referred to in clauses 11.1(a) will be to seek and enforce payment of the SunRice Break Fee. (f) The SunRice Break Fee is only payable once and the maximum amount payable by SunRice under this clause 11.1 is A$3,148,000 (exclusive of GST).
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Related to SunRice Break Fee

  • Consulting Fee The Company shall pay the consultant the sum of six thousand two hundred fifty dollars ($6,250) per month (prorated for any partial month), which shall be paid in arrears in two installments of three thousand one hundred twenty-five dollars ($3,125) each on the 15th and 30th day of each calendar month.

  • Company Termination Fee (i) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(c)(i), or in the event that this Agreement is terminated by the Company pursuant to Section 9.1(d)(ii), then, in each case, the Company shall pay to Parent, by wire transfer of immediately available funds, a fee in the amount of $135,500,000 (the “Company Termination Fee”) at or prior to the termination of this Agreement in the case of a termination pursuant to Section 9.1(d)(ii) or as promptly as practicable (and, in any event, within two Business Days following such termination) in the case of a termination pursuant to Section 9.1(c)(i). (ii) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 9.1(b)(i) or Section 9.1(b)(iii), or in the event that this Agreement is terminated by Parent pursuant to Section 9.1(c)(ii) in respect of a Willful Breach by the Company of a covenant or agreement contained in this Agreement, and in each case at any time after the date of this Agreement prior to such termination (i) a Company Acquisition Proposal has been made to the Company and publicly announced and has not been withdrawn prior to the termination of this Agreement (or prior to the Company Stockholders’ Meeting in the case of a termination pursuant to Section 9.1(b)(iii)) and (ii) within twelve months after such termination, the Company (A) enters into an agreement with respect to a Company Acquisition Proposal and such Company Acquisition Proposal is subsequently consummated or (B) consummates a Company Acquisition Proposal, then, in any such event, the Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee less the amount of any Parent Expenses previously paid by the Company concurrently with the consummation of such transaction arising from such Company Acquisition Proposal (and in any event, within two Business Days following such consummation); provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(a)(ii), references to “15%” and “85%” shall be replaced by “50%”).

  • Closing Fee On the Effective Date, the Borrower agrees to pay to the Administrative Agent and each Lender all loan fees as have been agreed to in writing by the Borrower and the Administrative Agent.

  • CONTRACT FEE An annual charge for administration expenses made on each contract anniversary prior to the Maturity Date.

  • Hourly Fees Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on Exhibit B.

  • Annual Fees The annual rental fee of a standard individual 12 x 14 plot is $40 per plot. Please note this rental fee is non-refundable and must be paid at the time of application. This fee is used to offset expenses associated with the Garden. Please make checks payable to Xxxxxx Township Recreation.

  • Closing Fees On the Effective Date, the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders, the upfront fees due to the Lenders as heretofore agreed.

  • Up-Front Fee The Borrowers shall pay to the Agent an up-front fee in the amount and at the times agreed in a Fee Letter.

  • Monthly Fee The fee for the parking spaces shall be $ per month for parking space(s). each all

  • VENDOR MANAGEMENT FEE Contractor shall pay to Enterprise Services a vendor management fee (“VMF”) of 1.25 percent on the purchase price for all Contract sales (the purchase price is the total invoice price less applicable sales tax). (a) The sum owed by Contractor to Enterprise Services as a result of the VMF is calculated as follows: Amount owed to Enterprise Services = Total Contract sales invoiced (not including sales tax) x .0125. (b) The VMF must be rolled into Contractor’s current pricing. The VMF must not be shown as a separate line item on any invoice unless specifically requested and approved by Enterprise Services. (c) Enterprise Services will invoice Contractor quarterly based on Contract sales reported by Contractor. Contractor is not to remit payment until Contractor receives an invoice from Enterprise Services. Contractor’s VMF payment to Enterprise Services must reference this Contract number, the year and quarter for which the VMF is being remitted, and Contractor’s name as set forth in this Contract, if not already included on the face of the check. (d) Contractor’s failure to report accurate total net Contract sales, to submit a timely Contract sales report, or to remit timely payment of the VMF to Enterprise Services, may be cause for Enterprise Services to suspend Contractor or terminate this Contract or exercise remedies provided by law. Without limiting any other available remedies, the parties agree that Contractor’s failure to remit to Enterprise Services timely payment of the VMF shall obligate Contractor to pay to Enterprise Services, to offset the administrative and transaction costs incurred by the State to identify, process, and collect such sums, the sum of $200.00 or twenty-five percent (25%) of the outstanding amount, whichever is greater, or the maximum allowed by law, if less. (e) Enterprise Services reserves the right, upon thirty (30) calendar days advance written notice, to increase, reduce, or eliminate the VMF for subsequent purchases, and reserves the right to renegotiate Contract pricing with Contractor when any subsequent adjustment of the VMF might justify a change in pricing.

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