Buyout Fee Sample Clauses

Buyout Fee. Handspring may elect, at its option and without obligation, via a written notice to AirPrime, to remove the constraint to only use the London Host Software and the SB3000 Software with Products that Handspring purchases from AirPrime by paying to AirPrime the "Buyout Fee" defined below. In such case, Handspring shall be free to use the London Host Software and the SB3000 Software (including any modifications integrated into and made part of any Derivative Software including without limitation the Robin Host Software) in conjunction with products xxx xoftware from alternate suppliers. The Buyout Fee shall be determined in accordance with the table below: TOTAL PAYMENTS TO AIRPRIME UNDER BOTH THE ORIGINAL AGREEMENT AND THIS AGREEMENT ("TOTAL PAYMENTS"): BUYOUT FEE ------------------------------------------------ ---------- [*] [*] [*] [*] [*] [*]
Sample 1
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Buyout Fee eCORP Marketing may elect in its sole discretion to terminate this Agreement at any time during the term hereof by exercising a buyout right (the "Buyout Right") for a fee in the amount of *** (the "Buyout Fee"); provided, that the Buyout Fee shall be increased by the additional amount set forth below in the event eCORP Marketing exercises its recall rights under Section 2.6 above: *** eCORP Marketing may exercise the Buyout Right by providing written notice of termination to NJRES at least ninety (90) days prior to the end of any Valuation Period. Such termination shall be effective as of the end of such Valuation Period in which the notice is given. The Buyout Fee must be paid by eCORP Marketing to NJRES on or prior to the last day of such Valuation Period. Should eCORP Marketing exercise its Buyout Right and terminate this Agreement, NJRES will be entitled to receive all of its Revenue Sharing Incentive Payments and other compensation provided for in Article 3 which is earned during the Valuation Period in progress at the time the Buyout Right notice is given and all prior Valuation Periods. Upon the effectiveness of any termination pursuant to the Buyout Right, all of the rights and obligations of the parties hereunder will terminate, including pursuant to the provisions of Article 14 hereof, except as otherwise provided herein. In addition to the foregoing, the Buyout Fee shall be payable to NJRES upon the closing of any Sale Event. Upon such closing, NJRES will be entitled to receive all of its Revenue Sharing Incentive Payments and other compensation provided for in Article 3 which is earned during the Valuation Period in progress at the time the Buyout Right notice is given through the end of such Valuation Period and all prior Valuation Periods. Upon such closing, all of the rights and obligations of the parties hereunder will terminate, including pursuant to the provisions of Article 14 hereof, except as otherwise provided herein. The Buyout Fee shall be due and payable upon termination of this Agreement; provided, however, that it shall be reduced by *** in the event of termination under Section 15.3 of this Agreement.
Sample 1
Buyout Fee. In exchange for the release of Atari's rights in the Title, Red Mile shall pay Atari (collectively, the "Buyout Fee"):
Sample 1
Buyout Fee. Tenant, in full and final settlement ---------- of the Claims and as consideration for this Release hereby agrees to pay Landlord a buyout fee (the "Buyout Fee") of $250,000. less the deposit of $104,000. or net payment herewith of $146,000. The Buyout Fee is the only consideration due from Tenant to Landlord.
Sample 1
Buyout Fee. 3.1 Minnetronix may invoice Client for, and Client shall be liable for, the Buyout Fee in the following circumstances: (a) if there is a Bankruptcy after the Trigger Date but on or before March 31, 2011; or (b) if there is no Manufacturing Commitment after the Trigger Date but on or before March 31, 2011 or (c) if the Agreement, this Amendment, the SOW or any of the Products covered by the SOW are terminated or expire for any reason after the Trigger Date but on or before March 31, 2011. Notwithstanding the foregoing, Client (or its successors and assigns) will not be liable for the Buyout Fee if: ● Minnetronix fails to satisfy any of its obligations under Section 2 of this Agreement; ● the Business Agreement is terminated prior to the Trigger Date under Section 8.2(a) of the Business Agreement; ● Client terminates the Business Agreement prior to the Trigger Date under Section 8.2(b) or Section 8.2(c) of the Business Agreement; or ● Minnetronix terminates the Business Agreement under Section 8.2(f) of the Business Agreement.
Sample 1

Related to Buyout Fee

  • Payment of valuation expenses Without prejudice to the generality of the Borrowers’ obligations under Clauses 21.2, 21.3 and 22.3, the Borrowers shall, on demand, pay the Agent the amount of the fees and expenses of any Approved Broker or other expert instructed by the Agent under this Clause 15 and all legal and other expenses incurred by any Creditor Party in connection with any matter arising out of this Clause 15.

  • Disposition Fee The fee payable to the Advisor under certain circumstances in connection with the Sale of one or more Properties pursuant to Section 8(c).

  • Incentive Fee The Incentive Fee shall consist of two parts, as follows:

  • Termination Fee; Expenses Except as provided in this ------------------------- Section 7.3, all fees and expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such fees and expenses. In the event that (A) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and thereafter this Agreement is terminated by the Company either (I) pursuant to Section 7.1(b)(iii) hereof or, (II) if the Offer has remained open for at least 20 business days and the Minimum Condition has not been satisfied (and none of the events described in paragraphs (a), (b), (d) and (e) of Annex A shall have occurred so as to result in a condition to the Offer not being satisfied), pursuant to Section 7.1(b)(ii) hereof, and in the case of either clause (I) or (II) such Takeover Proposal is consummated within one (1) year of such termination or (B) this Agreement (i) is terminated by Parent pursuant to Section 7.1(d)(ii), or (ii) is terminated by the Company pursuant to Section 7.1(c)(ii), then the Company shall pay to Parent (in the case of a termination pursuant to Section 7.1(c)(ii), prior to or simultaneously with such termination, or in the case of a termination pursuant to Section 7.1(d)(ii), not later than one (1) business day after such termination, or in the case of a termination pursuant to Section 7.1(b)(ii) or 7.1(b)(iii), upon the consummation of such Takeover Proposal) a termination fee equal to $10 million in cash and shall reimburse Parent's out-of-pocket expenses, including attorneys' fees, related to this Agreement and the transactions contemplated hereby. The fee arrangement contemplated hereby is the sole remedy hereunder and shall be paid pursuant to this Section 7.3 regardless of any alleged breach, other than a willful or intentional breach, by Parent of its obligations hereunder, provided that no payment made by the Company pursuant to this Section 7.3 shall operate or be construed as a waiver by the Company of any breach of this Agreement by Parent or Purchaser or of any rights of the Company in respect thereof.

  • Distribution Fee In addition to the Service Fee, the Trust, on behalf of the Series, will pay to the Distributor a fee (the "Distribution Fee") at an annual rate of 0.75% (unless reduced as contemplated by and permitted pursuant to the next sentence hereof) of the Series' average daily net assets attributable to the Class B shares in consideration of the services rendered in connection with the sale of such shares by the Distributor. The Trust will not terminate the Distribution Fee in respect of Series assets attributable to Class B shares, or pay such fee at an annual rate of less than 0.75% of the Series' average daily net assets attributable to the Class B shares, unless it has ceased, and not resumed, paying the Service Fee (or any other fee that constitutes a "service fee" as defined in the NASD Rule) to CDC IXIS Distributors (or to any affiliate of CDC IXIS Distributors, or to any other person in circumstances where substantially all of the services and functions relating to the distribution of Class B shares of the Series have been delegated to, or are being performed by, CDC IXIS Distributors or an affiliate of CDC IXIS Distributors). Subject to such restriction and subject to the provisions of Section 7 hereof, the Distribution Fee shall be as approved from time to time by (a) the Trustees of the Trust and (b) the Independent Trustees of the Trust. The Distribution Fee shall be accrued daily and paid monthly or at such other intervals as the Trustees shall determine. The obligation of the Series to pay the Distribution Fee shall terminate upon the termination of this Plan or the relevant distribution agreement between the Distributor and the Trust relating to the Series, in accordance with the terms hereof or thereof, but until any such termination shall not be subject to any dispute, offset, counterclaim or defense whatsoever (it being understood that nothing in this sentence shall be deemed a waiver by the Trust or the Series of its right separately to pursue any claims it may have against the Distributor and enforce such claims against any assets of the Distributor (other than its right to be paid the Distribution Fee and to be paid contingent deferred sales charges)). The right of CDC IXIS Distributors to receive the Distribution Fee (but not the relevant distribution agreement or CDC IXIS Distributor's obligations thereunder) may be transferred by CDC IXIS Distributors in order to raise funds which may be useful or necessary to perform its duties as principal underwriter, and any such transfer shall be effective upon written notice from CDC IXIS Distributors to the Trust. In connection with the foregoing, the Series is authorized to pay all or part of the Distribution Fee directly to such transferee as directed by CDC IXIS Distributors. The Distributor may pay all or any portion of the Distribution Fee to securities dealers or other organizations (including, but not limited to, any affiliate of the Distributor) as commissions, asset-based sales charges or other compensation with respect to the sale of Class B shares of the Series, and may retain all or any portion of the Distribution Fee as compensation for the Distributor's services as principal underwriter of the Class B shares of the Series. All payments under this Section 2 are intended to qualify as "asset-based sales charges" as defined in the NASD Rule.

  • Termination Fee (a) In the event that:

  • Acquisition Fee Subject to Section 12(b), the Company shall pay an Acquisition Fee to the Advisor or its assigns as compensation for services rendered in connection with the investigation, selection and acquisition (by purchase, investment or exchange) of each Investment. If the Advisor is terminated without Cause pursuant to Section 18(b)(1), the Advisor or its assigns shall be entitled to an Acquisition Fee for any Investments acquired after the Termination Date for which a contract to acquire the applicable Investment had been entered into at or prior to the Termination Date. The total Acquisition Fee payable to the Advisor or its assigns shall be equal to 1.5% of (1) the Contract Purchase Price of each Investment and (2) the amount advanced for a Loan or other investment. The purchase price allocable for an Investment held through a Joint Venture shall equal the product of (i) the Contract Purchase Price of the Investment, multiplied by (ii) the direct or indirect ownership percentage in the Joint Venture held directly or indirectly by the Company or the Operating Partnership. For purposes of this Section 11(a), “ownership percentage” shall be the percentage of capital stock, membership interests, partnership interests or other equity interests owned directly or indirectly by the Company or the Operating Partnership, without regard to classification of such equity interests. The Company shall pay any Acquisition Fee due hereunder promptly upon the closing of the Investment. In addition, if during the period ending two years after the close of the initial Primary Offering, the Company sells an Investment and then reinvests the net proceeds in a new Investment(s), the Company shall pay to the Advisor or its assigns 1.0% of the Contract Purchase Price of the new Investment(s).

  • Late Payment Fee Borrower shall pay to Lender a late payment fee equal to six percent (6%) of any Scheduled Payment not paid when due.

  • Option Fee On the date hereof, Purchaser agrees to deliver to Owner the sum of One Thousand ($1,000.00) (the "Option Fee"). In the event that Purchaser exercises the Option, the Option Fee shall not be applied to the purchase price of the Premises. If Purchaser does not exercise the Option, Owner shall retain the Option Fee.

  • Cash Distribution Fee by any Holder of ADSs, a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held for the distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements);

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