Trailing Commissions Sample Clauses

Trailing Commissions. At the expiration of the Agreement, Xxxxxx shall pay InterMune a trailing commission (“Trailing Commission”) [*] of: [*] In any event, the Trailing Commission in [*] shall not exceed [*]. [*], there shall be no further [*] payment obligation thereafter amongst and between the parties. If this Agreement is terminated early as a result of Xxxxxx’x material breach under Section 7(a) or is otherwise terminated early by Xxxxxx for any reason other than Permanently Ceasing to sell and manufacture Aralast under Section 7(d), then Xxxxxx shall be obligated to pay such Trailing Commission [*] for [*], at the [*] set forth above [*], following the date of early termination. The foregoing shall be InterMune’s sole and exclusive remedy in the event of such termination or breach.
Sample 1
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Trailing Commissions. As of the date hereof, no default has occurred or is continuing under any marketing, administration or other material agreement with Borrower and any insurance carrier (collectively, the “Material Agreements”) that, individually or together with all such defaults, could reasonably be expected to have a Material Adverse Effect or materially impair the value of the Trailing Commissions (as defined in the Collection Waterfall Agreement). Borrower will promptly notify Lender of (i) the receipt by Borrower of any oral or written notice of any material default or material breach committed by Borrower or any insurance carrier or (ii) any oral or written notice by an insurance carrier of its intention to cancel, terminate or not renew any of the Material Agreements. No breach or default under any of the Material Agreements would result from the consummation of the transactions contemplated under this Agreement or the Loan Documents (including, without limitation, the granting of any security interest in the Trailing Commissions under the Security Agreement). Each of the Material Agreements is legal, valid and binding on the parties thereto and is enforceable in accordance with its terms.
Sample 1

Related to Trailing Commissions

  • Selling Commissions Any and all commissions payable to underwriters, dealer managers or other broker-dealers in connection with the sale of Shares, including, without limitation, commissions payable to Behringer Securities LP.

  • Leasing Commissions On or before the Closing Date, Seller shall pay in full all leasing commissions due to leasing or other agents for the current remaining term of the Lease (determined without regard to any unexercised termination or cancellation right).

  • Excess Brokerage Commissions The Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Corporation to pay a member of a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Corporation’s portfolio, and constitutes the best net results for the Corporation.

  • Brokerage Commissions All brokers' commissions and other charges incident to the purchase, sale or lending of the Fund 's portfolio securities.

  • Dealers’ Commissions Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s sales commission applicable to the Shares sold by Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be payable by the Dealer Manager. No sales commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s distribution reinvestment plan. For these purposes, shares shall be deemed to be “sold” if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, the Company has accepted the subscription agreement of such subscriber, and such Shares have been fully paid for. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company, and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the offering of Shares as marketing fees, reimbursement of costs and expenses of attending educational conferences or to defray other distribution-related expenses. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Dealer up to 0.5% of gross proceeds for bona fide due diligence expenses incurred by such Dealer. The Dealer Manager shall have the right to require the Dealer to provide a detailed and itemized invoice as a condition to the reimbursement of any such due diligence expenses.

  • Sales Commissions You shall not be entitled to charge a sales commission on the sale of Shares of the Company.

  • CEDING COMMISSION A. The Reinsurer shall allow the Company a provisional ceding commission of 32.0% of all Net Earned Premium ceded to the Reinsurer hereunder. The Company shall allow the Reinsurer return commission on return premiums at the same rate.

  • Brokerage Commission Acquirer has not engaged the services of, nor has it or will it or Contributor become liable to, any real estate agent, broker, finder or any other person or entity for any brokerage or finder's fee, commission or other amount with respect to the transactions described herein on account of any action by Acquirer. Acquirer hereby agrees to indemnify and hold Contributor and its employees, directors, members, partners, affiliates and agents harmless against any claims, liabilities, damages or expenses arising out of a breach of the foregoing. This indemnification shall survive Closing or any termination of this Agreement.

  • Real Estate Commissions Pursuant to a separate written agreement, Seller has agreed to pay Self Storage Investment Services, Inc. (“Broker”) a real estate commission upon consummation of the transaction contemplated by this Agreement. Except for Seller’s agreement with Broker, neither Seller nor Purchaser has authorized any broker or finder to act on any party’s behalf in connection with the sale and purchase hereunder and neither Seller nor Purchaser has dealt with any broker or finder purporting to act on behalf of any other party. Purchaser agrees to indemnify, defend and hold harmless Seller for, from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Purchaser or on Purchaser’s behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Seller agrees to indemnify, defend and hold harmless Purchaser for, from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller’s behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby, including Broker. Notwithstanding anything to the contrary contained herein, this Section 9.2 shall survive the Closing or any earlier termination of this Agreement.

  • No Commissions Neither the Company nor any of its Subsidiaries is a party to any contract, agreement or understanding with any person (other than as contemplated by this Agreement or any Terms Agreement) that would give rise to a valid claim against the Company or any of its Subsidiaries or the Agent for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares.

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