Special Termination Fee definition
Examples of Special Termination Fee in a sentence
In the event Manager so terminates this Agreement, Owner shall pay to Manager the Special Termination Fee no later than the business day immediately preceding the specified date of such termination of this Agreement (with such payment obligation to survive the termination of this Agreement).
Not later than the effective date of any termination of this Agreement pursuant to this Section 21.3, and as a condition (which may be waived by Manager) to the effectiveness of any such termination, Owner shall pay to Manager the applicable Special Termination Fee.
Owner shall have the right to terminate this Agreement, without cause, at any time upon at least ninety (90) days prior written notice to Manager and the payment to Manager of an amount equal to the sum of (i) the Special Termination Fee and (ii) an amount equal to three (3) times the Average Monthly Base Management Fee.
Such termination shall be Manager’s sole remedy, and Manager shall not be entitled to receive the Special Termination Fee in connection therewith.
In addition, should the Investment Management Agreement be terminated, the Company (and/or its new investment manager) would be obliged to adhere to practices that allow calculation of the Performance Fee and Special Termination Fee to be paid in accordance with this Agreement.
In the event of a Change in Control, the parties agree that Sumitomo shall be entitled to be compensated for the loss of its expected profits from the distribution and sale of the Products for the remaining period of the term of this Agreement (as such term shall have been extended as provided in Section 11.1) (a "Special Termination Fee"), as shall be determined by the provisions of this Section 11.
The parties acknowledge and agree that in no event shall the Company be obligated to pay the Termination Fee or Special Termination Fee on more than one occasion for any such fee.
The Termination Stay shall be immediately revoked upon Assure’s failure to meet any of the Waiver Conditions (which shall not be subject to any cure period), and Danam may, in its sole discretion, exercise its Special Termination Right and be entitled to the Special Termination Fee.
Such termination shall be Manager’s sole remedy,` and Manager shall not be entitled to receive the Special Termination Fee in connection therewith.
Notwithstanding anything to the contrary in this Agreement, the parties hereby acknowledge that in the event that the Termination Fee or Special Termination Fee becomes payable and is paid by the Company pursuant to this Section 7.06, the Termination Fee or Special Termination Fee, as applicable, shall be the Parent’s and Merger Sub’s sole and exclusive remedy for monetary damages under this Agreement.