Examples of ESA Agreement in a sentence
The information and statements contained in the Application are incorporated into this Xxxxxxxxx ESA Agreement.
ESA has made demand for an additional installment of the Structuring Fee (as defined in the ESA Agreement) in the amount of $425,000.00 (the “Advance”), based upon assurances that the payment of the Advance will not cause the total of the Cash Payment and the fees under the ESA Agreement to exceed Total Up Front Cost for the delivery of Qualified NIBs related to $400,000,000.00 of face amount of life insurance policies under the DMF Agreement.
The ESA Parties agree that all of the distributions set forth on Schedule A shall count toward the Cash Payment under the DMF Agreement and the fees under the ESA Agreement, not to exceed the Total Up Front Cost, for the delivery of Qualified NIBs related to $400,000,000.00 of face amount of life insurance policies.
SSI and ESA entered into Amendment No. 1 to the Structuring and Consulting Agreement (“Amendment No. 1”) to confirm that the total of the Cash Payment under the DMF Agreement and the total payments under the ESA Agreement shall not exceed $12,000,000.00 (the “Total Up Front Cost”), and to amend the ESA Agreement to clarify that ESA’s compensation is reduced, dollar for dollar, to the extent the Cash Payment associated with the DMF Agreement exceeds $8,000,000.00.
SSI has consented to certain disclosures and activities related to the Proposed Sale based on assurances that the ESA Parties continue to be bound by the exclusivity provisions of the ESA Agreement and the DMF Agreement and the understanding that SSI has no current interest in selling any of its Qualified NIBs and a Proposed Sale, if any, will be considered only to raise capital on assets not necessary for the creation of Qualified NIBs in accordance with the DMF Agreement.
A completed ESA Agreement is the result of an in-person meeting with the student and designated College personnel to review and sign the agreement.
SSI does not believe any payment is currently due under the ESA Agreement or the DMF Agreement, but has agreed to pay the Advance based upon (i) the assurances set forth above and (ii) ESA’s agreement to the conditions set forth below and the modification of the terms of the DMF Agreement herein, as acknowledged by DMF and Xxxxx.
No amendment or modification of any provision of this Amendment Xx. 0, Xxxxxxxxx Xx. 0, the ESA Agreement or the DMF Agreement will be effective unless made in writing and signed by each of the Parties.
The payment of the Advance shall be credited against the Total Up Front Cost and shall not cause the total of the Cash Payment and the fees under the ESA Agreement to exceed $12,000,000.00 for the delivery of Qualified NIBs related to $400,000,000.00 of face amount of life insurance policies, and to the extent that it does, for any reason whatsoever, such excess amount shall become a liability of DMF, due on demand.
Except as specifically amended by Amendment No. 1 and this Amendment No. 2, the ESA Agreement and the DMF Agreement are reconfirmed and shall remain binding and enforceable in all respects.