Sale Termination Fee definition

Sale Termination Fee shall have the meaning as set forth in Section 2.3(a).
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Sale Termination Fee shall be: (i) if the termination of this Agreement occurs on or before the second anniversary of the Effective Date, the sum of $771,000; (ii) if the termination of this Agreement occurs after the second anniversary of the Effective Date but on or before the tenth (10th) anniversary of the Effective Date, an amount equal to the product of (x) three (3) times (y) the quotient of the aggregate of the Management Fees earned during the preceding twenty-four (24) month period divided by two (2); (iii) if the termination of this Agreement occurs after the tenth (10th) anniversary of the Effective Date but on or before the fourteenth (14th) anniversary of the Effective Date, an amount equal to the product of (x) one and one-half (1.5) times (y) the aggregate of the Management Fees earned during the preceding twenty-four month period divided by two (2); and (iv) if the termination of this Agreement occurs after the fourteenth (14th) anniversary of the Effective Date, an amount equal to the product of (x) the aggregate of the Management Fees earned during the preceding twenty-four (24) month period divided by 24 times (y) the number of full calendar months remaining in the Term. CANCELLATION TERMINATION FEE:
Sample 1
Sale Termination Fee means that amount payable by Owner to Management Company pursuant to Section 20.01 D of this Agreement, which is equal to the following: [to be inserted if the Hotel was open and operating prior to the Management Commencement Date: (a) for the Sale of the Hotel at any time during the first or second full Fiscal Year after the Management Commencement Date, the product of five and one-half (5.5) times the sum of the aggregate Base Management Fees and Incentive Fees earned by Management Company during the most recent twelve (12) month period immediately preceding the Sale of the Hotel (such period is referred to as the "Test Period" and the collective management fees earned during the Test Period are referred as the "Existing Twelve Month Management Fees"); provided, that, if any portion of the Test Period relates to operations of the Hotel occurring prior to the Management Commencement Date (the "Prior Period"), the financial operating results from the Prior Period shall be used as necessary to calculate what Management Company's Existing Twelve Month Management Fees would have been during any such Prior Period occurring in the Test Period for the purpose of calculating the Sale Termination Fee] [to be inserted if the Hotel was not open or operating prior to the Management Commencement Date: (a) for the Sale of the Hotel at any time during the first or second full Fiscal Year after the Management Commencement Date, the product of five and one-half (5.5) times the sum of the aggregate Base Management Fees and Incentive Fees projected for the most recent twelve (12) month period immediately preceding the Sale of the Hotel (such period is referred to as the "Test Period" and the collective management fees projected under this clause (a) or earned under clauses (b) through (f) below during the Test Period are referred as the "Existing Twelve Month Management Fees") as set forth in the pro forma attached hereto as Exhibit B];
Sample 1

Examples of Sale Termination Fee in a sentence

  • Upon such termination, unless specifically provided otherwise herein, Manager shall be entitled to receive the Sale Termination Fee calculated in the manner set forth on Exhibit "B".

  • If Manager terminates this Agreement pursuant to this Section 9.05 (in addition to payment of all other fees and reimbursable sums due to Manager to the date of termination), Manager shall have the right to receive the Sale Termination Fee calculated in the manner set forth on Exhibit "B".

  • Notwithstanding anything contained herein, Manager shall not be entitled to receive the Sale Termination Fee if the License Agreement is terminated because of Manager's failure to perform its obligations hereunder and Manager's failure was not caused by the failure of Owner to perform its obligations hereunder.

  • No Sale Termination Fee will be payable to Manager if an Event of Default by Manager has occurred and remains uncured beyond any applicable cure period as of the date of Termination.

  • If Manager is precluded from managing the Substitute Hotel by the franchisor or management agreement applicable to such hotel and Lessee fails to offer Manager an alternative Substitute Hotel that is not subject to such a restriction, a Sale Termination Fee will be payable per Section 2.3(a).

  • If Owner enters into an agreement for the Sale of the Hotel to a purchaser or tenant that violates the provisions of this Section 20.01 A and Management Company has notified Owner of such non-compliance, Owner shall be deemed to be in Default hereunder unless the Sale Termination Fee is paid to Management Company as described in Section 20.01D.

  • Notwithstanding the foregoing, if, in the event of the termination of this Agreement prior to the expiration of the Term pursuant to Section 2.3(a) a Sale Termination Fee becomes payable by Lessee, Lessee may (in its sole and absolute discretion) elect to offer to Manager the opportunity to manage another hotel leased to Lessee or an Affiliate that is reasonably comparable to the Hotel in size, number of rooms, quality of operation, market and geographic location and Gross Revenue (the “Substitute Hotel”).

  • If Lessee offers to Manager the opportunity to manage a Substitute Hotel and Manager is not subject to a contractual restriction that precludes Manager from managing the proposed Substitute Hotel and Manager rejects or fails to accept Lessee’s offer to manage the proposed Substitute Hotel, no Sale Termination Fee shall be payable by Lessee.

  • Upon cancellation or termination of this Agreement for any reason, NCG shall continue to have the right to access and use the Account to satisfy all Operating Expenses, starting with the Base Management Fee and Incentive Management Fee, incurred through the applicable termination effective date, as well as all applicable fees, including any Cancellation Fee, Termination Fee or Sale Termination Fee.

  • Notwithstanding any provision in this Agreement to the contrary (including, without limitation, Sections 20.01 A and B above), Owner shall have the right to terminate this Agreement upon any Sale of the Hotel provided that Owner: (i) provides at least sixty (60) days’ prior notice to Management Company, and (ii) remits to Management Company payment of the applicable Sale Termination Fee in accordance with Section 20.01 E.


More Definitions of Sale Termination Fee

Sale Termination Fee has the meaning set forth in Section 5.01 B(ii).
Sample 1
Sale Termination Fee shall be: (i) if the termination of this Agreement occurs on or before the second (2nd) anniversary of the Effective Date, the sum of $1,268,830; (ii) if the termination of this Agreement occurs after the second (2nd) anniversary of the Effective Date but on or before the tenth (10th) anniversary of the Effective Date, an amount equal to the product of (x) three (3) times (y) the aggregate of the Management Fees earned during the preceding twenty-four (24) month period divided by two (2); (iii) if the termination of this Agreement occurs after the tenth (10th) anniversary of the Effective Date but on or before the fourteenth (14th) anniversary of the Effective Date, an amount equal to the product of (x) one and one-half (1.5) times (y) the aggregate of the Management Fees earned during the preceding twenty-four (24) month period divided by two (2); (iv) if the termination of this Agreement occurs after the fourteenth (14th) anniversary of the Effective Date but on or before the nineteenth (19th) anniversary of the Effective Date, an amount equal to the aggregate of the Management Fees earned during the preceding twenty-four (24) month period divided by two (2); and (v) if the termination of this Agreement occurs after the nineteenth (19th) anniversary of the Effective Date, an amount equal to the product of (x) the aggregate of the Management Fees earned during the preceding twenty-four (24) month period divided by twenty-four (24) times (y) the number of full calendar months remaining in the Term. CANCELLATION TERMINATION FEE:
Sample 1
Sale Termination Fee means that amount payable by Owner to Management Company pursuant to Section 20.01 E of this Agreement, which is equal to the following: (a) the for Sale of the Hotel between the fifth (5th) anniversary of the Management Commencement Date and the seventh (7th) anniversary of the Management Commencement Date, the product of two (2) times the sum of the Base Management Fees plus the Incentive Fees earned by Management Company during the most recent twelve (12) month period immediately preceding the Sale of the Hotel (collectively, the "Existing Twelve Month Management Fees"), (b) for the Sale of the Hotel after the seventh (7th) anniversary of the Management Commencement Date but on or before the ninth (9th) anniversary of the Management Commencement Date, the product of one and one-half (1 1/2) times the Existing Twelve Month Management Fee, (c) for the Sale of the Hotel after the ninth (9th) anniversary of the Management Commencement Date but on or before the expiration of the Initial Term of this Agreement, the product of one (1) times the Existing Twelve Month Management Fees, (d) for the Sale of the Hotel at any time during any Renewal Term of this Agreement, there shall be no Sale Termination Fee.
Sample 1
Sale Termination Fee has the meaning set forth in each of the Management Agreements.
Sample 1
Sale Termination Fee means that amount payable by Owner to Management Company pursuant to Section 20.01 D of this Agreement, which is equal to the following: (a) for the Sale of the Hotel at any time during the eleventh (11th), twelfth (12th), thirteenth (13th), fourteenth (14th), or fifteenth (15th) full Fiscal Year after the Effective Date, the product of two (2) times the sum of the aggregate Base Management Fees and Incentive Fees earned by Management Company during the most recent twelve (12) month period immediately preceding the Sale of the Hotel (the “Existing Twelve Month Management Fees”), or (b) for the Sale of the Hotel at any time during the sixteenth (16th) full Fiscal Year after the Effective Date and thereafter, the product of one (1) times the Existing Twelve Month Management Fees. Term shall have the meaning set forth in Section 5.01.
Sample 1

Related to Sale Termination Fee

  • 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).

  • Reverse Termination Fee shall have the meaning set forth in Section 9.2(b).

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

  • Termination Fee has the meaning set forth in Section 7.02(a).

  • Early Termination Fee has the meaning set forth in Section 7.2.

  • Termination Fee Event has the meaning ascribed thereto in Section 8.2(2).

  • Escrow Termination Date has the meaning ascribed to such term in Section 9.12.

  • Agreement Termination Date is defined in Section 7.4.

  • Initial Termination Date has the meaning set forth in Section 9.1(b)(i).

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

  • Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.

  • Lease Termination Payments means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

  • Servicer Termination Notice Defined in Section 6.15.

  • Accretion Termination Date As defined in the Series Supplement.

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

  • Termination Payment Date means the date on which the RECIPIENT is required to repay to ECOLOGY any outstanding balance of the loan and all accrued interest.

  • 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.

  • Purchase and Sale Termination Event has the meaning set forth in Section 8.1 of the Sale Agreement.

  • Purchase Termination Date means the date upon which the Transferor shall cease, for any reason whatsoever, to make purchases of Receivables from the Seller under the Receivables Purchase Agreement or the Receivables Purchase Agreement shall terminate for any reason whatsoever.

  • Loan Termination Date means the earliest to occur of the following: (a) November , 2009, (b) the date the Obligations are accelerated pursuant to this Agreement or the Revolving Note and (c) the date the Bank has received (i) notice in writing from the Borrower of the Borrower’s election to terminate this Agreement or the Revolving Note or (ii) indefeasible payment in full of the Obligations.

  • Termination Price As defined in Section 9.01.

  • Purchase and Sale Termination Date has the meaning set forth in Section 1.4 of the Sale Agreement.

  • Termination Date Disbursement means an amount drawn under a Multi-Series Letter of Credit pursuant to a Certificate of Termination Date Demand.

  • Commitment Termination Event means the earlier of (a) automatically and without notice or further action, the occurrence of any Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) with respect to the Borrower and (b) the occurrence and continuation of any other Event of Default under this Agreement pursuant to which either a Commitment Termination Event has been expressly declared or a declaration of the Loan to be due and payable has been given, in each case pursuant to Section 7.03 (Action if other Event of Default).

  • Early Termination Payment is defined in Section 4.3(b) of this Agreement.