Termination Fee Payment Sample Clauses

Termination Fee Payment. The Parties acknowledge that (i) the agreement contained in this Section 10.3 is an integral part of the transactions contemplated by this Agreement, (ii) the amount of, and the basis for payment of, the fee described herein is reasonable and appropriate in 126 all respects and (iii) without this agreement, the Parties would not enter into this Agreement. Accordingly, if the Arion Entities fail to pay in a timely manner the Termination Fee and, in order to obtain such payment, Sphinx makes a claim that results in a judgment for the amount set forth in Section 10.3(b), the Arion Entities shall pay to Sphinx its reasonable and documented out-of-pocket costs and expenses (including reasonable fees and costs of counsel) in connection with such suit, together with interest on the amount set forth in Section 10.3(b) at the prime rate of X.X. Xxxxxx Xxxxx Bank, N.A., in effect from time to time from the date such payment was required to be made hereunder. All payments under Section 10.3(b) or this Section 10.3(c) shall be made by wire transfer of immediately available funds to an account designated by Sphinx.
Sample 1
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Termination Fee Payment. The Termination Fee shall be payable, in the discretion of Innkeepers Trust, as a lump sum payment at an eight and three-quarters percent (8.75%) discount or may be spread, pro rata, over the remainder of the ten (10) year period (or three (3) year period, in the case of the Louisville (North) RI); provided that the portion of the Termination Fee calculated by reference to the Rooms Revenue Royalty Shortfall shall be adjusted, from year to year, by any change in the Consumer Price Index (as defined in Schedule 5 (Conversion Fee)) using calendar year 2002 as the base year.
Sample 1
Termination Fee Payment. Tenant shall pay the Termination Fee (as defined below) on the Termination Date, which Termination Fee shall be payable only in certified funds. For purposes of this Section, the “Termination Fee” means an amount equal to the unamortized amount as of the Termination Date of the sum of the following costs relating to the Premises: (i) all brokerage commissions paid or incurred by Landlord in connection with the Fourth Lease Amendment, which will be equal to $66,900.00 as of the Termination Date, plus (ii) the remaining principal of the Third Expansion TIA, will be equal to $68,520.00 as of the Termination Date, plus (iii) the remaining principal balance of the Restructured TIA, which will be equal to $884,225.00 as of the Termination Date.
Sample 1

Related to Termination Fee Payment

  • Termination Fees (a) If this Agreement is terminated:

  • Termination Fee; Expenses Except as provided in this ------------------------- Section 7.3, all fees and expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such fees and expenses. In the event that (A) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and thereafter this Agreement is terminated by the Company either (I) pursuant to Section 7.1(b)(iii) hereof or, (II) if the Offer has remained open for at least 20 business days and the Minimum Condition has not been satisfied (and none of the events described in paragraphs (a), (b), (d) and (e) of Annex A shall have occurred so as to result in a condition to the Offer not being satisfied), pursuant to Section 7.1(b)(ii) hereof, and in the case of either clause (I) or (II) such Takeover Proposal is consummated within one (1) year of such termination or (B) this Agreement (i) is terminated by Parent pursuant to Section 7.1(d)(ii), or (ii) is terminated by the Company pursuant to Section 7.1(c)(ii), then the Company shall pay to Parent (in the case of a termination pursuant to Section 7.1(c)(ii), prior to or simultaneously with such termination, or in the case of a termination pursuant to Section 7.1(d)(ii), not later than one (1) business day after such termination, or in the case of a termination pursuant to Section 7.1(b)(ii) or 7.1(b)(iii), upon the consummation of such Takeover Proposal) a termination fee equal to $10 million in cash and shall reimburse Parent's out-of-pocket expenses, including attorneys' fees, related to this Agreement and the transactions contemplated hereby. The fee arrangement contemplated hereby is the sole remedy hereunder and shall be paid pursuant to this Section 7.3 regardless of any alleged breach, other than a willful or intentional breach, by Parent of its obligations hereunder, provided that no payment made by the Company pursuant to this Section 7.3 shall operate or be construed as a waiver by the Company of any breach of this Agreement by Parent or Purchaser or of any rights of the Company in respect thereof.

  • Monthly Management Fee Payment On the first business day of each month, each class of each Fund shall pay the management fee to the Investment Manager for the previous month. The fee for the previous month shall be the sum of the Daily Management Fee Calculations for each calendar day in the previous month.

  • Expenses; Termination Fees (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated.

  • Expenses; Termination Fee (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated.

  • Termination Fee (a) In the event that:

  • Company Termination Fee (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.

  • Parent Termination Fee (a) If this Agreement is terminated by the Company pursuant to Section 8.3(a) (Parent Change in Recommendation) then Parent shall, within two (2) Business Days after such termination pay the Company a fee equal to $356,000,000 (the “Parent Termination Fee”) less any amount of Company Expenses previously paid by Parent. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

  • Early Termination Fee In the event that the Funds terminate this Agreement prior to the five (5) year anniversary of the Effective Date (the “Anniversary Date”), other than due to the Transfer Agent’s bankruptcy under Section 12.6, or for cause under Section 12.7, or under Section 4.2 in the event the Transfer Agent ceases to be a registered transfer agent under the 1934 Act, or under Section 4.9 in the event the Transfer Agent violates clauses (a) or (b) of that Section, the Funds shall pay to the Transfer Agent an early termination fee (the “Early Termination Fee”), the amount of which shall be determined as follows:

  • Termination Payment The final payment delivered to the Certificateholders on the Termination Date pursuant to the procedures set forth in Section 9.01(b).

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