Ticking Fee Sample Clauses

Ticking Fee. If any Permitted Term B Reallocation occurs in accordance with the terms of this Agreement and the Term B Reallocation Letter, the Borrower shall pay to the Administrative Agent for the account of each Term B Lender in accordance with its Applicable Term B Percentage, a ticking fee (the “Ticking Fee”) which shall accrue from the date such Permitted Term B Reallocation occurs and is payable in the following amounts during the following periods: (i) for the period commencing on the Closing Date and ending on (but not including) March 3, 2013, a ticking fee equal to 1.75% per annum on the actual daily amount by which the aggregate Term B Commitment (as so increased by such Permitted Term B Reallocation) exceeds the sum of the aggregate Outstanding Amount of Term B Loans, subject to adjustment as provided in Section 2.16, and (ii) for the period commencing on March 3, 2013 and ending on the Term B Advance Period Termination Date, a ticking fee equal to 3.50% per annum on the actual daily amount by which the aggregate Term B Commitment (as so increased by such Permitted Term B Reallocation) exceeds the sum of the aggregate Outstanding Amount of Term B Loans, subject to adjustment as provided in Section 2.16; The Ticking Fee shall accrue at all times after the Permitted Term B Reallocation and during the Term B Advance Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Permitted Term B Reallocation, and on the Term B Advance Period Termination Date. The Ticking Fee shall be calculated quarterly in arrears.

Ticking Fee. The Borrower shall pay to the Administrative Agent for the account of each Term Loan Lender (other than any Defaulting Lender) a ticking fee (each, a “Ticking Fee”) in accordance with this Section 2.08(b). The Ticking Fee with respect to each Term Loan Lender shall accrue from (i) the later of (A) the date occurring ninety (90) days following the Closing Date and (B) the date of effectiveness of any Assignment and Acceptance or Accession Agreement, as applicable, pursuant to which it became a Term Loan Lender until (ii) the earliest of (A) the last day of the Delayed Draw Period, (B) the date on which the full amount of the Term Loan Facility is advanced to the Borrower, (C) the date of termination by the Borrower of all of the unfunded portions of the Term Loan Commitments and (D) the date of effectiveness of any Assignment and Acceptance or Accession Agreement, as applicable, pursuant to which it ceases to be a Term Loan Lender (such date, the “Ticking Fee Accrual Date”) at a rate per annum of 0.15% of the daily average of the unfunded portion of such Term Loan Lender’s Term Loan Commitment during the applicable period and shall be payable to the Administrative Agent quarterly in arrears (and on the Ticking Fee Accrual Date) for the account of such Term Loan Lender. The Ticking Fees will be calculated on a 360‑day basis.

Ticking Fee. (a) If either (i) the Registration Statement is not effective on the date which is 181 days after the Closing Date (the “Target Effective Date”) or (ii) the Registrable Securities are not listed on the securities exchanges provided for in Section 2(i) on the Target Effective Date, the Company agrees to pay to Culligan the Ticking Fee, during the period from and including the Target Effective Date to and including the date on which both the Registration Statement is effective and the Registrable Securities are so listed (the “Ticking Period”). Any such Ticking Fee shall accrue daily and be payable on the first business day of each month during the Ticking Period and on the effective date of the Registration Statement. No Ticking Fee shall accrue or be payable (A) during any extension of the 180-day initial Lock-Up Period (as such term is used in the Lock-Up Agreement) pursuant to the terms of the Lock-Up Agreement or (B) to the extent that the Registration Statement is not effective due to Culligan’s (1) failure to furnish the Company information regarding itself as a selling shareholder , the Registrable Securities held by it or its intended method of distribution thereof or (2) breach of any of its covenants or agreements contained hereunder. (b) Culligan agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 1(b) or 2(g), Culligan will forthwith discontinue the disposition of its Registrable Securities pursuant to the Registration Statement until Culligan receives copies of a supplemented or amended prospectus as contemplated by such section. In the event the Company gives any such notice, (i) the applicable time period mentioned in Section 2(b) during which the Registration Statement is to remain effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 6(b) to and including the date when Culligan will have received the copies of the supplemented or amended prospectus contemplated by Section 2(g) and (ii) the Company shall pay to Culligan the Ticking Fee during the period described in clause (i) of this sentence.

Ticking Fee. (a) Subject to Clause 31.2 (No commitment fee or ticking fee), the Company must (or must procure that an Obligor will) pay to the Facility Agent for: (i) each Lender under Facility A a ticking fee computed at the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Facility A Commitments; (ii) each Lender under Facility B a ticking fee computed at the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Facility B Commitments; (iii) each Lender under Facility C a ticking fee computed at the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Facility C Commitments; and (iv) each Lender under the Revolving Facility a ticking fee computed at the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Revolving Facility Commitments, together the Ticking Fees. (b) Each Ticking Fee will accrue on a daily basis from the date of this Agreement to: (i) in the case of the Term Loans, the earlier of the date on which all amounts under the applicable Facility have been utilised in full and the date on which the Commitments under the applicable Facility are cancelled in full (including cancellation by way of automatic cancellation on the last day of the Availability Period); and (ii) in the case of the Revolving Facility Utilisations, the earlier of the date of first Utilisation and the date on which the Commitments under the Revolving Facility are cancelled in full (including cancellation by way of automatic cancellation on the last day of the Availability Period).

Ticking Fee. The Borrower shall pay, or cause to be paid, to the Administrative Agent, for the account of each Lender, a ticking fee in Pounds Sterling (the “Ticking Fee”) at a per annum rate equal to the Ticking Fee Rate on the aggregate outstanding Commitments of each such Lender under the Credit Facility, as adjusted pursuant to Section 2.05(e) or Section 2.05(f), on each day from and including the date that is ninety (90) days after the Effective Date to and including the earlier of (i) the last day of the Availability Period and (ii) if such date has not then occurred, the date on which the Commitments hereunder have been terminated in full. Such Ticking Fee shall be payable on the earlier to occur of clauses (i) and (ii) in the immediately preceding sentence and upon each Borrowing Date with respect to the Commitments terminated in connection with the Advance made on such date; provided that no Ticking Fee shall accrue hereunder with respect to the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.

Ticking Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a ticking fee (the “Ticking Fee”) in an amount equal to 0.15% of the unfunded Commitments of such Lender then outstanding, accruing from and including the Effective Date, to but excluding the earlier of (i) the termination of the Commitments with respect to this Agreement and (ii) the Covance Closing Date (such earlier date, the “Ticking Fee End Date”); provided that (A) no Ticking Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Ticking Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Ticking Fee shall be payable on the Ticking Fee End Date.

Ticking Fee. If the conditions set forth in Section10.3 (other than those conditions which are to be satisfied at the Closing) have been satisfied or waived and the Closing Date does not occur on or prior to the date which is sixty (60) days following the date that Seller Parent delivers the Required Financial Information to Buyer (the “Ticking Fee Start Date”), on the first (1st) Business Day following such Ticking Fee Start Date, Buyer shall pay to Seller Parent the Weekly Ticking Fee. Buyer shall continue to pay the Weekly Ticking Fee every seventh (7th) calendar day following the Ticking Fee Start Date (unless such date is not a Business Day, in which case the relevant Weekly Ticking Fee will be paid on the first Business Day following the date upon which the Weekly Ticking Fee becomes due and payable) until the earlier of (i) the Closing Date or (ii) the date upon which this Agreement is terminated pursuant to ARTICLE XI (such earlier date, the “Ticking Fee End Date”). If the Ticking Fee End Date is the Closing Date, at the Closing, Buyer shall pay the Final Ticking Fee in accordance with Section 3.2(b)(iii). If the Ticking Fee End Date is not the Closing Date, Buyer shall pay the Final Ticking Fee on the second (2nd) Business Day following the Ticking Fee End Date. If the Closing Date occurs fewer than seven (7) calendar days following the Ticking Fee Start Date, the Closing Payment shall be reduced by an amount equal to one seventh (1/7th) of the Weekly Ticking Fee multiplied by the number obtained by subtracting (A) the number of days which have elapsed between the Ticking Fee Start Date and the Closing Date (inclusive) from (B) seven (7). All Ticking Fees shall be paid by wire transfer of immediately available funds to an account designated by Seller Parent not less than two (2) Business Days prior to the date upon which the relevant Ticking Fee becomes due and payable.

Ticking Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Lender with respect to each Term Facility a ticking fee (the “Ticking Fee”) in Dollars, which, subject to adjustment as provided in Section 2.18, shall accrue at a rate of 0.15% (15.0 basis points) per annum on the actual daily amount of the undrawn Commitments of such Lender under such Term Facility during the period commencing on October 21, 2022 to but not including the earlier of (x) the final day of the Availability Period with respect to such Term Facility and (y) the date on which all Commitments under such Term Facility shall have been terminated. Accrued and unpaid Ticking Fees with respect to a Term Facility shall be due and payable in arrears upon the earliest of (i) the date that is the final day of the Availability Period with respect to such Term Facility, (ii) the date on which any Committed Borrowing under such Term Facility occurs and (iii) the date on which any Commitments under such Term Facility are terminated. All Ticking Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Ticking Fee. The Company shall pay to the Administrative Agent, for the account of the Lenders ratably in proportion to their Percentages, a ticking fee calculated for each day at the Facility Fee Rate for such day (determined in accordance with the Pricing Schedule) on the aggregate amount of Delayed Additional Commitments, such fee to accrue beginning on the date that is 90 days after the Initial Effective Date and ending on the earliest of (i) the Second Effective Date, (ii) July 8, 2012, and (iii) the date on which the Merger Agreement is terminated.

Ticking Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a non-refundable ticking fee of 0.200% from and after the date which is 90 days after the Execution Date to, but excluding, the earlier of the Closing Date and the termination of the Commitments on the average daily amount of the Commitment of such Lender during the period for which payment is