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

  • 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.

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

  • 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.

  • 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.

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

Related to Fees Accrued Upon Termination

  • 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 Executive’s employment (i) by the Company other than for Cause or (ii) by Executive for Good Reason. Termination of Executive’s employment on account of death, Disability or Retirement shall not be treated as a Qualifying 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 the earliest to occur of the following: (i) as to the REVOLVING NOTES, November 1, 2012, as to the TERM NOTES, October 31, 2016, (ii) the date the OBLIGATIONS are accelerated pursuant to this AGREEMENT, and (iii) the date ADMINISTRATIVE AGENT has received (a) notice in writing from BORROWER of BORROWER’s election to terminate this AGREEMENT and (b) indefeasible payment in full of the OBLIGATIONS.

  • 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.

  • Change in Control Termination means that while this Agreement is in effect:

  • Premium Termination Date With respect to the Series A Certificates, the scheduled maturity date of the Series A Certificates, with respect to the Series B Certificates, the scheduled maturity date of the Series B Certificates and with respect to the Series C Certificates, the scheduled maturity date of the Series C Certificates.

  • Post-Termination Period means the twelve (12) month period beginning on the Termination Date.

  • 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 the Sponsor and its 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, with respect to a Participant, the first day upon which the Participant no longer has an employment or service relationship with the Company or any Related Company.