Reimbursement Fee Sample Clauses

Reimbursement Fee. Contemporaneous herewith, the Company shall pay to the Purchasers an aggregate of $20,000 in readily available funds, representing (i) the remainder of the Reimbursement Fee provided for in Section 2.18 of the First Amendment and (ii) an agreed -------------------------------------------------------------------------------- AGREEMENT AND SECOND AMENDMENT TO BRIDGE SECURITIES PURCHASE AGREEMENT - PAGE 8 (Visual Edge Systems Inc.) upon reimbursement of estimated fees and expenses incurred by the Purchasers in connection with the First Amendment and this Amendment.

Reimbursement Fee. Within thirty (30) days after the Effective Date, Inari shall pay Inceptus an amount equal to the sum of thirty-six thousand dollars ($36,000) plus the legal expenses set forth on Exhibit B (the “Reimbursement Fee”), which the parties acknowledge and agree is in consideration for and to reimburse Inceptus for out-of-pocket expenses relating to Licensed Product. The Reimbursement Fee is non-refundable and not creditable against any other amounts payable hereunder.

Reimbursement Fee. Arête shall reimburse Contractor for all third party costs and expenses (including without limitation, operating costs, capital expenditures, production taxes and producing, drilling and construction overhead charges billed by third party operators) incurred or borne by Contractor and associated with the Assets during the term of this Agreement. In addition to the foregoing reimbursements, Arête shall pay Contractor $23,000.00 per month (pro rated for partial months) beginning on August I, 2011 for the Services during the term of this Agreement. Contractor shall provide monthly statements to Arête detailing third party costs and expenses and the fee for the Services and Arête shall pay such invoices within 30 days following receipt. If payment is not made within such time, the unpaid balance shall bear interest monthly at the prime rate in effect at ▇▇ ▇▇▇▇▇▇ Chase Bank, N.A. on the first day of the month in which delinquency occurs plus 2% or the maximum contract rate permitted by applicable Colorado law, whichever is lesser, plus attorneys’ fees, court costs, and other costs in connection with the collection of unpaid amounts. In the event that any delinquency in payment exists for a period of more than 60 days, Contractor may, at its option, immediately declare this Agreement terminated and shall provide no further Services with respect to the Assets and shall have no further liability or responsibility with respect to the Assets.

Reimbursement Fee. (a) In the event that this Agreement is terminated by SVF in accordance with Section 9.3(b) or Section 9.3(c), then promptly, but in any event within two Business Days after the date of such termination, the Company shall pay to SVF an amount in cash equal to $2,000,000 (the “Reimbursement Fee”), by wire transfer of immediately available funds to a bank account designated in writing by SVF. (b) The Parties acknowledge that the agreements contained in this Section 9.6 are an integral part of the Transactions and that, without these agreements, the Parties would not otherwise enter into this Agreement. Accordingly, if the Company fails to pay the Reimbursement Fee on or prior to the date such amount is due hereunder and, in order to obtain payment of such amount, SVF commences a Proceeding that results in a final, non-appealable judgment against the Company for the payment of such amount, then the Company shall pay interest on such amount at an annual rate equal to the prime rate as published in the Wall Street Journal in effect on the date such amount was originally due hereunder, which shall accrue from such date through the date that payment is actually delivered. (c) If the Company is required to pay the Reimbursement Fee pursuant to Section 9.6(a), and the Company pays the full amount of the Reimbursement Fee, then, subject to Section 9.5, (i) the payment of such fee (together with any amounts paid or payable pursuant to Section 9.6(b)) shall be the sole and exclusive remedy of SVF, Merger Sub and their Affiliates against the Company and its Affiliates for any losses suffered or incurred as a result of or under this Agreement or the Transactions, including the failure of the Closing to occur, and (ii) neither SVF nor Merger Sub shall bring, and they shall not permit any of their respective Affiliates to bring, any Proceeding against the Company or its Affiliates in connection with any such failure of the Closing to occur. (d) The Parties acknowledge and agree that (i) in no event shall the Company be required to pay the Reimbursement Fee on more than one occasion and (ii) any payment of the Reimbursement Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate SVF and Merger Sub in the circumstances in which such fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transact...

Reimbursement Fee. Contemporaneous herewith, the Company shall pay to the Purchasers the sum $20,000 in readily available funds as a partial reimbursement to the Purchasers for their expenditures in the negotiation and preparation of this Amendment.

Reimbursement Fee. At the First Closing, the Company shall pay to CSI an amount equal to Twenty-Five Thousand Dollars ($25,000) payable as a reimbursement fee to ▇▇▇▇ ▇▇▇▇ and Princeton Research directly from the proceeds of the First Closing.

Reimbursement Fee. To induce Savage to participate in the formation of and to invest capital in Mohave, Covol agrees that it will reimburse (the "Reimbursement Fee") Savage from the License Fees received by Covol from Mohave, an amount equal to *** of the cash capital required to (i) initially upgrade and place the Facility into operation at *** and (ii) to thereafter upgrade the Facility from time-to-time as determined by Mohave to efficiently and economically produced a Qualified Fuel. The basis for the Reimbursement Fee shall be documented. At Savage's request, Covol agrees to request and authorize Mohave to deduct from the License Fees due to Covol and pay directly to Savage, the amount thus deducted which will be treated as a credit against the Reimbursement Fee owing by Covol to Savage.

Reimbursement Fee. (i) In the event that this Agreement is terminated by the Company pursuant to Section 10.1(b)(iii) or Section 10.1(c)(iii) and following the date of such termination the Company consummates a Capital Raise Transaction resulting in proceeds that are equal to or exceed the Minimum Investment Amount, then within five (5) Business Days following the consummation of such Capital Raise Transaction, the Company shall pay Acquiror, by wire transfer of same day funds to the account designated by Acquiror, the Reimbursement Fee. This Section 10.2(b)(i) shall survive the termination of this Agreement for any reason. (ii) In the event that the condition in Section 9.1(i) has not been satisfied, but within six (6) months following the date of termination of this Agreement pursuant to Section 10.1(a) or Section 10.1(b)(ii), the Company or any of its Subsidiaries consummates a capital raise transaction (a “Subsequent Capital Raise Transaction”), which when aggregated with any Capital Raise Transaction entered into prior to termination of this Agreement and completed thereafter, results in proceeds that are equal to or exceed, the Minimum Investment Amount, then the Company shall pay Acquiror the Reimbursement Fee. The Company shall pay the Reimbursement Fee by wire transfer of same-day funds to the account designated by the Acquiror within five (5) Business Days of the consummation of the Subsequent Capital Raise Transaction. This Section 10.2(b)(ii) shall survive the termination of this Agreement for any reason. (iii) In the event that this Agreement is terminated by Acquiror pursuant to Section 10.1(d)(ii) or Section 10.1(d)(iii) and following the date of such termination the Company consummates a Capital Raise Transaction resulting in proceeds that equal to or exceed the Minimum Investment Amount, then within five (5) Business Days following the consummation of such Capital Raise Transaction the Company shall pay Acquiror, by wire transfer of same day funds to the account designated by Acquiror, the Reimbursement Fee. This Section 10.2(b)(iii) shall survive the termination of this Agreement for any reason.

Reimbursement Fee. In the event this Agreement is terminated by the applicable party pursuant to Sections 10.1(c), (d), (e) or (f) hereof, where the failure giving rise to such right of termination shall have been caused in whole or in part by any action or inaction within the control of the other party (it being understood that any action or inaction outside the control of any party shall not come within this Section 10.3), the non-terminating party shall within five business days following the termination of this Agreement pay the terminating party the amount equal to reimbursement of out-of-pocket fees and expenses incurred by the terminating party in connection with the transactions contemplated by this Agreement.