Fees and Expenses Upon Termination. Should either party exercise its right to terminate, all reasonable out-of-pocket expenses or costs associated with the movement of records and material will be borne by the Trust. Additionally, ALPS reserves the right to charge a reasonable fee for its de-conversion services.
Fees and Expenses Upon Termination. Should either party exercise its right to terminate, all reasonable out-of-pocket expenses or costs associated with the movement of records and material will be borne by the Fund. Additionally, the Transfer Agent reserves the right to charge a reasonable fee for its deconversion services. In the event of termination of this Agreement, the Fund agrees to pay the Transfer Agent promptly all amounts due the Transfer Agent hereunder for services performed and reasonable out-of-pocket expenditures incurred prior to such termination.
Fees and Expenses Upon Termination. Should either party exercise its right to terminate, all reasonable out-of-pocket expenses or costs associated with the movement of records and material will be borne by the Trust. Additionally, the Trust agrees to pay to Administrator a reasonable fee (determined by Administrator) for Administrator’s services provided in connection with the Trust liquidating or converting to another service provider.
Fees and Expenses Upon Termination. Should either party exercise its right to terminate, all reasonable out-of-pocket expenses or costs associated with the movement of records and material will be borne by the Fund, except to the extent the termination of this Agreement is the result of a material breach of this Agreement by the Transfer Agent, in which case the Transfer Agent will bear those costs. Additionally, the Transfer Agent reserves the right to charge a reasonable fee for its deconversion services, except to the extent the termination of this Agreement is the result of a material breach of this Agreement by the Transfer Agent, in which case the Transfer Agent will not charge a fee. In the event of termination of this Agreement, the Fund agrees to pay the Transfer Agent promptly all amounts due the Transfer Agent hereunder for services performed and reasonable out-of-pocket expenditures incurred prior to such termination.
Fees and Expenses Upon Termination. Should either party exercise its right to terminate this agreement pursuant to Section 15 (b) hereof, all reasonable out-of-pocket expenses or costs associated with the movement of records and material will be borne by the Fund. Additionally, ALPS reserves the right to charge a reasonable fee for additional services required as a result of the Fund liquidating or converting to another service provider.
Fees and Expenses Upon Termination. If this Agreement is terminated:
(a) by either the Company or Parent in accordance with Section 7.1(b)(iii), then the Company shall pay to Parent a fee of $200,000 upon such termination;
(b) by Parent in accordance with Section 7.1(c)(ii) or by the Company in accordance with Section 7.1(d)(ii), then the Company shall pay to Parent a fee of $1,040,000 upon such termination;
(c) by Parent in accordance with Section 7.1(c)(i), and if and only if the Company’s breach, inaccuracy, or failure to perform was primarily attributable to its own act or omission (“Controlled Breach”), then the Company shall pay to Parent a fee of $300,000 to Parent upon such termination, provided, however, that a Controlled Breach shall be presumed to have occurred hereunder unless the Company provides Parent during the applicable cure periods with documents conclusively supporting the absence of a Controlled Breach; or
(d) by Parent in accordance with Section 7.1(c)(iii), if any definitive agreement providing for a Qualifying Transaction shall have been entered into within twelve (12) months after the End Date, then the Company shall pay to Parent a fee of $1,040,000 upon the closing of such Qualifying Transaction. A “Qualifying Transaction” shall mean any alternative Proposal assigning an enterprise value to the Company in excess of $18.3 million and that is not a proposal primarily for capital raising purposes. In no event shall the Company be required to pay more than one fee pursuant to this Section 7.2 and after payment in full of any such fee, neither the Company nor Parent (including Merger Sub) shall have any further liability with respect to this Agreement or the transactions contemplated hereby to Parent, Merger Sub or their respective stockholders, provided that nothing herein shall release any party from liability for intentional breach or fraud.
Fees and Expenses Upon Termination. Should the Transfer Agent terminate with cause or the Trust terminate for any reason, all reasonable out-of-pocket expenses or costs associated with the movement of records and material will be borne by the Trust. Additionally, the Transfer Agent reserves the right to charge a reasonable fee for its Deconversion services. In the event of termination of this Agreement, the Trust agrees to pay the Transfer Agent promptly all amounts due the Transfer Agent hereunder for services performed and reasonable out-of-pocket expenditures incurred prior to such termination. If the Trust terminates this Agreement unilaterally without cause prior to the end of the Initial Term, it will be in default hereunder, causing substantial damages to the Transfer Agent. Because of the difficulty of estimating the damages that will result, the Trust agrees to pay to the Transfer Agent, as liquidated damages for such default, an amount equal to twenty-five percent (25%) of the annual fee in effect at the time of termination (the “Default Payment”). The parties agree that the Default Payment is a reasonable forecast of probable actual loss to the Transfer Agent and that this sum is agreed to as liquidated damages and not as a penalty.
Fees and Expenses Upon Termination. Should either party exercise its right to terminate, all reasonable third-party out-of-pocket expenses or costs associated with the movement of records and material and programming charges, if any, will be borne by the Trusts. Additionally, the Transfer Agent reserves the right to charge a reasonable fee, not to exceed $50,000, for its deconversion services. In the event of termination of this Agreement, the Trusts agree to pay the Transfer Agent promptly all amounts due the Transfer Agent hereunder for services performed and reasonable third-party out-of-pocket expenditures incurred prior to such termination
Fees and Expenses Upon Termination. Should either party exercise its right to terminate, all reasonable out-of-pocket expenses or costs associated with the movement of records and material will be borne by the Trust. Additionally, if the Trust terminates the Agreement, ALPS reserves the right to charge a reasonable fee for its deconversion services. In the event of termination of this Agreement, the Trust agrees to pay ALPS promptly all amounts due ALPS hereunder for services performed and reasonable out-of-pocket expenditures incurred prior to such termination. If the Trust terminates this Agreement unilaterally without cause prior to the end of the Initial Term, it will be in default hereunder, causing substantial damages to ALPS. Because of the difficulty of estimating the damages that will result, the Trust agrees to pay to ALPS, as liquidated damages for such termination, an amount equal to twenty-five percent (25%) of the annual fee in effect at the time of termination (the “Default Payment”). The parties agree that the Default Payment is a reasonable forecast of probable actual loss to ALPS and that this sum is agreed to as liquidated damages and not as a penalty.
Fees and Expenses Upon Termination. Should either party exercise its right to terminate, all reasonable out-of-pocket expenses or costs associated with the movement of records and material will be borne by the Trust. Additionally, if the Agreement is terminated by the Trust, the Transfer Agent reserves the right to charge a reasonable fee for its deconversion services; and if the Agreement is terminated by the Transfer Agent, the Trust reserves the right to charge a reasonable fee for conversion to another service provider. In the event of termination of this Agreement, the Trust agrees to pay the Transfer Agent promptly all amounts due the Transfer Agent hereunder for services performed and reasonable out-of-pocket expenditures incurred prior to such termination. If the Trust terminates this Agreement unilaterally without cause prior to the end of the Initial Term, it will be in default hereunder, causing substantial damages to Transfer Agent. Because of the difficulty of estimating the damages that will result, the Trust agrees to pay to Transfer Agent, as liquidated damages for such default, an amount equal to twenty-five percent (25%) of the annual fee in effect at the time of termination (the “Default Payment”). The parties agree that the Default Payment is a reasonable forecast of probable actual loss to Transfer Agent and that this sum is agreed to as liquidated damages and not as a penalty.
