Fees Accrued Upon Termination definition

Fees Accrued Upon Termination means the amounts payable to the Manager or its assignees equal to the aggregate of any earned but unpaid compensation and expense reimbursements accrued as of the date of termination if this Agreement is terminated (i) pursuant to a Change of Control of PAC, (ii) pursuant to a Termination Without Cause, (iii) by the Manager pursuant to Section 13(b), or (iv) based on a liquidation by the Company of all its assets.
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Fees Accrued Upon Termination means the amounts payable to the Manager or its assignees equal to the aggregate of (i) all earned but unpaid compensation owing under Section 7 and all expenses owing under Section 8 as of the effective date of termination of this Agreement, (ii) all Deferred Fees, and (iii) if the notice of termination of this Agreement is given by the Company to Manager, on the one hand, or by Manager to the Company, on the other hand, (X) on or prior to December 31, 2017, then three (3) times the aggregate value of all fees paid or owing (including Deferred Fees) to Manager under Sections 7(b), 7(c), 7(h) and 7(i) or other recurring fees that may arise in the future (Sections 7(b), 7(c), 7(h) and 7(i) and such other recurring fees collectively called the "Recurring Fees") for the 12-month period ending as of the last day of the month in which the effective date of termination of this Agreement shall occur, and (Y) on or after January 1, 2018, then two and one-half (2 ½) times the aggregate value of the Recurring Fees for the 12-month period ending as of the last day of the month in which the effective date of termination of this Agreement shall occur; provided, however, in the event the Manager is sold to an unaffiliated third party without the consent of a majority of the Independent Directors constituting the board of directors of the Company at the time of such sale, then the provisions of clause (iii) of this paragraph shall thereafter be of no further force and effect.
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Examples of Fees Accrued Upon Termination in a sentence

  • If the Company and the Manager are unable to agree to a revised compensation structure during such 60-day period, this Agreement shall terminate on the Effective Termination Date and the Company shall be obligated to pay the Manager the Fees Accrued Upon Termination upon the Effective Termination Date.

  • The Company may terminate this Agreement for cause pursuant to Section 13 even after a Termination Notice and, in such case, no Fees Accrued Upon Termination shall be payable.

  • The submission of a SOQ determines an organization’s legal, administrative,and fiscal capacity to meet WC, state, and federal government requirements.

  • This Agreement shall terminate automatically without payment of the Fees Accrued Upon Termination in the event of its assignment, in whole or in part, by the Manager, unless such assignment has been consented to in writing by (i) the Company with the consent of a majority of the Independent Directors, and (ii) the Operating Partnership.

  • In the event of a Termination Without Cause, the Company shall pay the Manager the Fees Accrued Upon Termination before or on the last day of the Initial Term or such Automatic Renewal Term, as the case may be (the “Effective Termination Date”).

  • If the Manager is terminated pursuant to Sections 11(b) or 13(b), it shall be paid all Fees Accrued Upon Termination.

  • The Company shall not be required to pay to the Manager the Fees Accrued Upon Termination if the Manager terminates this Agreement pursuant to this Section 11(d).

  • This Agreement shall be terminable upon written notice without payment of the Fees Accrued Upon Termination in the event of its assignment, in whole or in part, by the Manager, unless such assignment has been consented to in writing by CDS.

  • From and after the effective date of termination of this Agreement pursuant to Section 11, 12 or 13, the Manager shall not be entitled to compensation for further services hereunder except for Fees Accrued Upon Termination which are payable pursuant to this Agreement.

  • This Agreement shall terminate automatically without payment of the Fees Accrued Upon Termination in the event of its assignment, in whole or in part, by the Manager, unless such assignment has been consented to in writing by (i) the Trust with the consent of a majority of the Independent Directors, and (ii) the Operating Partnership.

Related to Fees Accrued Upon Termination

  • Compensation Accrued at Termination means the following:

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Company Termination Fee has the meaning set forth in Section 7.3(a).

  • Parent Termination Fee has the meaning set forth in Section 7.3(b).

  • Automatic Termination shall have the meaning set forth in Section 2.3.2.

  • Qualified Termination has the meaning set forth in Section 4(b).

  • Qualifying Termination means a termination of the Executive’s employment either (i) by a Company Group member without Cause (excluding by reason of Executive’s death or Disability) or (ii) by the Executive for Good Reason, in either case, during the Change in Control Period (a “Qualifying CIC Termination”) or outside of the Change in Control Period (a “Qualifying Non-CIC Termination”).

  • Termination Fee Event has the meaning ascribed thereto in Section 5.2(a);

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • Accretion Termination Date As defined in the Series Supplement.

  • Termination due to Disability means a termination of the Executive’s employment by the Company because the Executive has been incapable, after reasonable accommodation, of substantially fulfilling the positions, duties, responsibilities and obligations set forth in this Agreement because of physical, mental or emotional incapacity resulting from injury, sickness or disease for a period of (A) six (6) consecutive months or (B) an aggregate of nine (9) months (whether or not consecutive) in any twelve (12) month period. Any question as to the existence, extent or potentiality of the Executive’s disability shall be determined by a qualified physician selected by the Company with the consent of the Executive, which consent shall not be unreasonably withheld. The Executive or the Executive’s legal representatives or any adult member of the Executive’s immediate family shall have the right to present to such physician such information and arguments as to the Executive’s disability as he, she or they deem appropriate, including the opinion of the Executive’s personal physician.

  • Loan Termination Date means each day on which a deposit is made into the Collateral Account in respect of Terminated Loans.

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • Eligible Termination means the involuntary termination of Participant’s employment without Cause, provided that at the time of such termination Participant is a Senior Officer and has completed at least ten (10) years of service as a Senior Officer.

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

  • Event of Termination has the meaning specified in Section 7.01.

  • Event Termination Date See Section 2(e) hereof.

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.

  • Post-Termination Period means a period of 12 months (subject to extension as set forth in Section 8(f)) following the effective date of the termination of Executive’s employment.

  • Covered Termination means the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, and shall not include a termination due to Executive’s death or disability.

  • Termination Benefits means the benefits described in Section 4.1(b).

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.

  • Sponsor Termination Fees means the one-time payment under the Sponsor Management Agreement of a termination fee to one or more of the Sponsors and their Affiliates in the event of either a Change of Control or the completion of a Qualifying IPO.

  • Swap Termination Event means the occurrence of a “Termination Event” under the Swap Agreement, as defined in the Swap Agreement.]

  • Employment Termination Date means the date as of which the Executive incurs a Termination of Employment determined in accordance with the provisions of Section 5.2.

  • Accrual Termination Date Not applicable.

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Most Referenced Definitions