buy-out fee definition

buy-out fee means the fee calculated in accordance with Rule 7; “certification period” means, any of the following periods:
Sample 1Sample 2Sample 3
buy-out fee is as defined in Section 7.1 of this Agreement.
Sample 1Sample 2
buy-out fee has the meaning set forth in Section 13.3.
Sample 1

Examples of buy-out fee in a sentence

  • WATCHGUARD shall be entitled to terminate this Agreement upon written notice to SMART and payment of a buy-out fee (the "Buy-Out Fee") as calculated below.

  • If WATCHGUARD has purchased and paid for more than ten thousand (10,000) Products from SMART, the Buy-Out Fee shall be [ * ].

  • If WATCHGUARD has purchased and paid for ten thousand (10,000) or fewer Products from SMART, the Buy-Out Fee shall be [ * ].

  • The estimated Buy-Out Fee, which is paid on a QUARTERLY basis, is to be paid within thirty (30) days after billing beginning with the effective date of this contract and QUARTERLY thereafter, is based on the Excused Carrier’s then current PA ARP basic quota share of the Other than Private Passenger (OTPP) estimated premium volume as calculated using the PA ARP published estimate of premium volume by calendar year.

  • In the event AOL elects to exercise its Buy-Out Right, AOL shall pay ICP * (the "Buy-Out Fee"), within thirty (30) days of the date of such exercise, provided, that if there is a shortfall in the amount of Impressions that were projected to be delivered as of the date AOL exercises its Buy-Out Right (based upon an even, straight-line distribution of the Impressions Target), AOL shall increase the Buy-Out Fee by an amount equal to the value of such Impressions.

  • For purposes of clarity, CNS’s payment of the Buy-Out Fee shall not obligate HPI to return or refund any prior fees, payments or consideration that have already been remitted by CNS to HPI.

  • For the avoidance of doubt, payment of the Buy-Out Fee does not relieve CNS of its obligation to use Commercially Reasonable Development Efforts to develop a Licensed Product by the Development Deadline as provided in Section 3.4.

  • Prometic shall use its commercially reasonable efforts to obtain the prior approval of the TSX in connection with SALP’s option to receive the Buy-Out Fee in common shares at the time of obtaining the initial approval of the TSX of this Agreement.

  • Upon payment of the Buy-Out Fee, (i) CNS’s obligation to pay any additional Development Payments, License Fee and the Milestone Payments will cease; (ii) HPI shall transfer ownership of all Development Data in its possession to CNS promptly; and (iii) HPI shall transfer to CNS any regulatory submissions including any IND, NDA or ANDA related to the Patent Rights.

  • The Buy-Out Fee shall be estimated by Owner on or before the Termination Date based upon the most recent financial reports delivered to Owner by Manager under this Agreement and shall thereafter be subject to adjustment in accordance with the provisions of Section 12.02(b)(ii) hereof.


More Definitions of buy-out fee

buy-out fee is defined in Section 4.2 hereof.
Sample 1
buy-out fee means an amount equal to the present value of (i) the payments that would have been made to Manager between the Termination Date and the originally scheduled expiration date of the Term as a Management Fee if the Management Agreements had not been terminated pursuant to this Agreement, calculated assuming that the Management Fee is (A) equal to three percent (3%) of Projected Gross Revenues, and (B) payable in arrears on the last day of each calendar month, discounted at (ii) an annual discount rate equal to thirteen and three-quarters percent (13.75%). The Buy-Out Fee shall be estimated by Owner on or before the Termination Date based upon the most recent financial reports delivered to Owner by Manager under this Agreement and shall thereafter be subject to adjustment in accordance with the provisions of Section 12.02(b)(ii) hereof.
Sample 1
buy-out fee has the meaning set forth in Section 3.04(b).
Sample 1
buy-out fee shall have the meaning ascribed thereto in Section 2(d).
Sample 1
buy-out fee means the amount payable by or on behalf of Prometic and/or any Prometic Affiliate to SALP for the SALP Interest, which amount shall be equal to the fair market value of the SALP Interest, determined on a net present value basis, having regarding to the remaining life of the Patents (and any relevant extensions or additional exclusivity periods that may be associated with such Patents or Products sold thereunder) and associated cash flows, all as determined pursuant to a valuation performed by a mutually agreed upon third party, such as an independent investment bank or consultancy firm skilled in the valuation of assets of a similar nature. The parties shall negotiate acting reasonably and in good faith to mutually agree upon a third party to determine the amount of the Buy-Out Fee, but if they are unable to do so within a thirty (30) day period then any party hereto may apply to the Ontario Superior Court of Justice for the purposes of having the court appoint such a third party. The Buy-Out Fee shall be paid concurrently with the closing of the acquisition of the SALP Interest by Prometic and/or a Prometic Affiliate, as applicable, and may be payable, at SALP’s option, in Prometic Life Sciences Inc.’s common shares, cash or a combination thereof, such option to be exercised by SALP at least 10 days prior to the payment of the Buy-Out Fee, and any payment in common shares shall be based on the fair market value thereof, which fair market value shall be deemed to be, if the common shares are listed on the TSX or any other exchange, the volume weighted average price of such common shares on the five trading days immediately prior to SALP’s exercise of its option to receive the Buy-Out Fee in common shares, or any other calculation method mandated by the TSX or such other exchange. Prometic shall use its commercially reasonable efforts to obtain the prior approval of the TSX in connection with SALP’s option to receive the Buy-Out Fee in common shares at the time of obtaining the initial approval of the TSX of this Agreement. Following the exercise of this Buy-Out Right in accordance with this Section 2(d), SALP shall have no further rights under this Agreement except for the right to receive the Buy-Out Fee, and this Agreement shall terminate and be of no further force and effect, except for those provisions which by their terms or nature are intended to survive the termination of this Agreement.
Sample 1

Related to buy-out fee

  • Workout Fee With respect to each Corrected Mortgage Loan, the fee designated as such and payable to the Special Servicer pursuant to the second paragraph of Section 3.11(c).

  • L/C Fee has the meaning specified in Section 2.03(i).

  • Break-Up Fee has the meaning set forth in Section 8.2(b)

  • Mandatory Guest Fee means any separate fee that a patron or guest is charged for in addition to the base room rate for a guest room, including but not limited to resort fees, facility fees, destination fees, amenity fees, urban destination fees, or any other similar fee. Mandatory Guest Fees do not include employee gratuities, state or local mandatory taxes, and other tax-like fees and assessments that are levied on a stay, as determined by us, that are passed through to a third party (such as tourism public improvement district fees, tourism or improvement assessments, and convention center fees).

  • Exit Fee shall have the meaning specified in the Fee Letter.

  • Break Fee means an amount to compensate a Proponent for some of the costs the Proponent had incurred in developing and submitting a Proposal in the event that the RFP Process is cancelled, as determined by the Sponsors in accordance with RFP Section 10.3.3;

  • Default Fee means with respect to any amount due and payable by Seller in respect of any Aggregate Unpaids, an amount equal to the greater of (i) $1000 and (ii) interest on any such unpaid Aggregate Unpaids at a rate per annum equal to 3.50% above the Alternate Base Rate.

  • Prepayment Fee is, with respect to any Term Loan subject to prepayment prior to the Maturity Date, whether by mandatory or voluntary prepayment, acceleration or otherwise, an additional fee payable to the Lenders in amount equal to:

  • Monthly Fee means the total consideration, including but not limited to, equipment or locker rental,

  • Target fee, as used in this contract, means the fee initially negotiated on the assumption that this contract would be performed for a cost equal to the estimated cost initially negotiated, adjusted in accordance with paragraph (d) of this clause.

  • Acquisition Fee means any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person to any other Person (including any fees or commissions paid by or to any Affiliate of the Company or the Advisor) in connection with making or investing in Mortgages or the purchase, development or construction of a Property, including real estate commissions, selection fees, Development Fees, Construction Fees, nonrecurring management fees, loan fees, points or any other fees of a similar nature. Excluded shall be Development Fees and Construction Fees paid to any Person not affiliated with the Sponsor in connection with the actual development and construction of a project.

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

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

  • Permit Fee means a fee in an amount established by the SFMTA Board, required to be paid by a permit applicant for permit issuance or renewal, including any late payment penalties or interest for failure to pay in accordance with the requirements of this Article and any other regulations adopted by the SFMTA Board.

  • Utilization Fee shall have the meaning assigned to such term in Section 2.06(b).

  • Contract Fee means the lump sum rates as outlined in Schedule ‘B’ – Quote Form.

  • Late Fee If you don’t pay at least the Minimum Payment Due by the Payment Due Date, we will charge you a late fee. o The fee is $27.00 if you were not charged a late fee during any of the prior six billing periods.

  • Applicable Commitment Fee Rate shall mean the percentage rate per annum based on the Leverage Ratio then in effect according to the pricing grid on Schedule 1.1(A) below the heading “Commitment Fee.”

  • Base Fee $60 million (Avg Daily Net Assets For Most Recent Month) * 0.45% * (31/365) = $22,931.51 Performance Fee: $40 million (Avg Daily Net Assets for rolling 12-month period) * -0.25% * (31/365) = $(8,493.15) Total Fulcrum Fee: $14,438.36 = $22,931.51 (Base Fee) - $8,493.15 (Performance Fee)

  • Termination Price As defined in Section 9.01.

  • Company Termination Fee has the meaning set forth in Section 7.3(a).

  • Late Payment Fee means the excess of the Price Differential paid as a result of its calculation at the Post-Default Rate over the Price Differential as would have been calculated at the Pricing Rate.

  • Management Fee has the meaning given in Section 4.1.

  • Transaction Fee means the fee, in respect of a Sub-Fund, which may be charged for the benefit of the Trustee, the Registrar and/or the Service Agent or the Conversion Agent (as the case may be) to each Participating Dealer on each Dealing Day upon which an Application has been or Applications have been made by the relevant Participating Dealer.

  • Applicable Facility Fee means the percentage set forth in the table below corresponding to the Level at which the “Applicable Margin” is determined in accordance with the definition thereof: Level Facility Fee 2 0.125% 3 0.150% 4 0.200% 5 0.250%