Parent Fee Sample Clauses
Parent Fee. (a) The Parties acknowledge that (i) CBPO Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and the Issuer are negotiating and may enter into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a direct wholly-owned subsidiary of Parent; and (ii) concurrently with the execution and delivery of the Merger Agreement, certain members of the Consortium will provide limited guarantees to the Issuer, each to guarantee a certain percentage of the Parent’s obligation to pay any termination fee and certain other amounts payable to the Issuer pursuant to the terms of the Merger Agreement (the “Parent Obligation”).
(b) Unless the 2019B Cayman SPA Closing shall have occurred already, Parfield shall ensure that the limited guarantee to be provided by Parfield and/or its Affiliates (collectively, the “Guarantor”, and such guarantee, the “Parfield Guarantee”) shall guarantee such percentage of the Parent Obligation as is determined as if Parfield’s Equity Contribution (as defined in the Consortium Agreement) included the Proposed Sale Shares and in such event, Sections 4(c) to (d) below shall apply.
(c) The Parties hereby acknowledge and agree that, notwithstanding anything in the Consortium Agreement to the contrary and subject to Section 4(d), if (x) the Guarantor has paid or become liable to pay any amount to the Issuer with respect to the Parent Obligation pursuant to the terms of the Parfield Guarantee (such amount, the “Applicable Fee”) and (y) the 2019B Cayman SPA Closing occurs, 2019B Cayman shall pay to Parfield the amount of the CITIC Parent Fee (as defined in Schedule A hereto), which payment shall be made pursuant to the following:
(i) Parfield shall promptly following the later of the occurrence of events described in the foregoing sub-sections (x) and (y), deliver to 2019B Cayman a written notice (the “CITIC Parent Fee Notice”), which shall specify in reasonable detail, the amount and nature of the Applicable Fee paid and payable by the Guarantor, together with the due date (the “Due Date”) with respect to any amount payable by the Guarantor and, with respect to the Applicable Fee already paid by...
Parent Fee. (a) In the event that this Agreement is terminated pursuant to (a) Section 10.01(h) or (b) Section 10.01(e) or Section 10.01(f) at a time when the Member had a right to terminate this Agreement pursuant to Section 10.01(h), Parent will pay to the Member, prior to or concurrent with such termination, in the case of a termination by Parent, or within three (3) Business Days thereafter, in the case of a termination by the Member, $4,500,000 (the “Parent Intervening Event Fee”).
(b) In the event that this Agreement is terminated pursuant to (a) Section 10.01(i) or (b) Section 10.01(e) at a time when the Member had a right to terminate this Agreement pursuant to Section 10.01(i), Parent will pay to the Member, prior to or concurrent with such termination, in the case of a termination by Parent, or within three (3) Business Days thereafter, in the case of a termination by the Member, $9,000,000 (the “Parent Financing Failure Fee”).
(c) Notwithstanding anything to the contrary in this Section 10.03, if the Parent Intervening Event Fee becomes payable at a time when Parent, Holdco or Merger Sub is in breach of its obligations pursuant to Section 6.03 such that the Member would have the right to terminate this Agreement pursuant to Section 10.01(d), Parent shall instead pay the Member the Parent Financing Failure Fee (or, if Parent has already paid the Parent Intervening Event Fee, an amount equal to the Parent Financing Failure Fee minus the Parent Intervening Event Fee).
(d) All payments under this Section 10.03 shall be made by wire transfer of immediately available funds to the account designated by the recipient thereof. The Parties acknowledge that the agreements contained in this Section 10.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if Parent fails to promptly pay any amount due pursuant to this Section 10.03, and, in order to obtain such payment, the Member commences a suit that results in a judgment against Parent for such amount, Parent shall pay to the Member (i) its reasonable costs and expenses (including reasonable attorneys fees) in connection with such suit and (ii) interest on the amount payable pursuant to such judgment, at the prime rate as published in the Wall Street Journal in effect on the date such payment was originally required to be made pursuant to this Section 10.03, with such interest being payable in respe...
Parent Fee. The Parent Fee shall be paid out from the Escrow Assets promptly, but no later than thirty (30) days, after submission of a reasonably detailed invoice to each of the Committee Members (assuming there are no reasonable objections from a majority of the Committee Members). The Committee Members shall confirm in writing that a majority of them have no reasonable objections (or provide any such objections) within fifteen (15) days of receipt. If there is no such reasonable objection, the Company shall instruct the Escrow Agent to cause the amounts described in the foregoing sentence to be paid by wire transfer to an account designated by the Company.
Parent Fee. Section 8.03(d)(i) Parent Permits.................................................... Section 4.06
Parent Fee. If this Agreement is terminated by DSLT under Section 12.01(a) because of breach of the covenant set forth in Section 7.06, or by DSLT under Section 12.01(c) due to failure of the condition precedent to the obligations of DSLT set forth in Section 10.08, or by DSLT under Section 12.01(e) due to the failure of the condition precedent to the obligations of DSLT set forth in Section 10.09, or by Parent or Sub under Section 12.01(d) due to failure of the condition precedent to the obligations of Parent and Sub set forth in Section 9.09, then, in any of such events, Parent will pay to DSLT a non-refundable fee of $1.5 million by wire transfer of immediately available funds to an account designated by DSLT in writing. If this Agreement is terminated by DSLT under Section 12.01(c) due to the failure of the condition precedent to the obligations of DSLT set forth in Section 10.10, and if the Parent Share Value as of the date of termination of this Agreement by DSLT is less than $7.25, then Parent shall reimburse DSLT for its reasonable out-of- pocket costs and professional fees incurred in connection with the matters contemplated by this Agreement, in an amount not to exceed $250,000 in the aggregate, by wire transfer of immediately available funds to an account designated by DSLT in writing.
Parent Fee. The Parent Fee shall be paid out from the Escrow Assets promptly, but no later than 30 days, after submission of a reasonably detailed invoice to each of the Committee Members (assuming there are no reasonable objections from a majority of the Committee Members). The Paying Agent shall cause the amounts described in the foregoing sentence to be paid by wire transfer to an account designated by the Company.
Parent Fee a. The Participant will charge and collect the Parent Fee from each Parent with an Enrolled child at the Facility and each child accessing a Drop-In Space. The Parent Fee for each Enrolled child and each child accessing a Drop-in Space will be capped as follows for all care types for all families: Full days (4 hours or more), 5 days a week $200/month Full days (4 hours or more), 1 to 4 days a week $10/day to a maximum of $200/month Half days (less than 4 hours), 5 days a week $140/month Half days (less than 4 hours), 1 to 4 days a week $7/day to a maximum of $140/month
b. The Participant must not charge any Parent any amount in respect of Parent Fees that exceeds the applicable amount set out in the table above, including where a Parent and the Participant have separately agreed that the Parent will pay such excess amounts to the Participant.
c. The Participant must not charge a Parent Fee for an Enrolled child or a child accessing a Drop-in Space during any Facility closures beyond those set out in the Manual unless otherwise approved by the Province in writing.
Parent Fee. (a) The Company hereby agrees to pay Parent, subject to the terms and conditions of this Section 7.03, upon the occurrence of the events specified in this Section, a fee (the "Parent Fee") of $3,400,000 plus actual, documented and reasonable out-of-pocket expenses, relating to the transactions contemplated by this Agreement (including, but not limited to, reasonable fees and expenses of counsel and accountants and out-of-pocket expenses (but not fees of financial advisors)), but in no event shall expenses in excess $425,000 be reimbursed.
(b) Parent shall be entitled to payment of the Parent Fee if:
(i) The Board of Directors of the Company shall fail to recommend, or shall withdraw, modify or change its recommendation referred to in Section 5.02 hereof in a manner adverse to Parent or shall have resolved to do any of the foregoing other than under circumstances permitting termination by the Company pursuant to Section 7.01(b), (d), (e) or (g) hereof or by mutual consent pursuant to Section 7.01(a);
(ii) The Company shall terminate this Agreement pursuant to Section 7.01(f) hereof; or
(iii) The Company shall execute and deliver a definitive agreement for, or Company's Board of Directors shall approve, a Company Business Combination within twelve (12) months following the termination of this Agreement unless such termination is by the Company pursuant to Section 7.01(b), (d), (e) or (g) hereof or by mutual consent pursuant to Section 7.01(a).
Parent Fee. If I am determined eligible and awarded financial aid and required to pay a parent share of cost fee, I agree to pay my monthly parent fee to my chosen child care provider. Workforce Solutions assesses a sliding scale fee based on my family’s gross income, composition and the number of children in care. I understand that my parent fee may decrease depending on changes in family composition, income or the number of children in care. I must notify Workforce Solutions if I have changes in my family composition, income or number of children in care. Workforce Solutions may adjust my monthly parent fee based on the changes I report. My monthly fee will not increase unless the number of children in care increases. I understand that failure to pay the parent fee may result in termination of my financial aid for child care.