Parent Fee definition

Parent Fee has the meaning set forth in Section 8.2(c)(i)(1).

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedBook a Demo

Parent Fee means an amount equal to the product of (i) the total number of hours (documented to the reasonable satisfaction of the Committee) spent by employees of the Company or its Subsidiaries (excluding any Committee Members), following the Effective Time, in complying with the Company’s obligations under Article III and (ii) $50.

Parent Fee has the meaning set forth in Section 7.3(b).

Examples of Parent Fee in a sentence

• For the avoidance of doubt, in no event shall Parent be required to pay the Parent Fee on more than one occasion.

• Notwithstanding anything to the contrary in this Agreement, the parties hereby acknowledge that in the event that the Parent Fee becomes payable and is paid by Parent pursuant to this Section 8.5(c), the Parent Fee shall be the Company’s sole and exclusive remedy under this Agreement.

• FBS and FI further agree that the Parent Fee Letter and the Parent Option Agreement (as such terms are defined in the Merger Agreement) are terminated and rendered null and void effective immediately.

• The Company shall deliver to the Committee any financial or other documentation reasonably necessary to sufficiently support such calculations, the Claims Expenses, Customer Claims, Parent Fee and Firm Expenses.

• The parties acknowledge and agree that the Termination Fee and the Parent Fee constitute liquidated damages and are not a penalty.

• All funding that the Participant would have otherwise received under the CCOF Agreement, including the Opt-In Parent Fee Reduction funds under the Child Care Fee Reduction Initiative, will be replaced by the funding provided under this Agreement.

• 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 Board of Directors of Parent has taken all such action required to be taken by it to provide that this Agreement, the Parent Option Agreement, the Parent Fee Letter and the transactions contemplated hereby and thereby shall be exempt from the requirements of any "moratorium," "control share," "fair price" or other anti- takeover laws or regulations of any state.

• For the avoidance of doubt in no event shall Parent be required to pay the Parent Fee on more than one occasion, whether or not the Parent Fee may be payable under multiple provisions of this Agreement at the same time or at different times or upon the occurrence of different events.

• Notwithstanding any other provision of this Agreement to the contrary, Company’s sole and exclusive remedy, including on account of punitive damages and for willful and knowing breach of this Agreement, shall be payment of the Parent Fee in accordance with the terms hereof and of the Limited Guarantee, and Company shall be precluded from any other remedy against Parent, Merger Sub, the Sponsors and their respective Affiliates, at law or in equity or otherwise.

More Definitions of Parent Fee

Parent Fee means a termination fee of $10.0 million; PROVIDED, HOWEVER, that such fee shall be $5.0 million unless (i) Parent has irrevocably waived the Financing Condition prior to the earlier of giving any notice by the Company of an intention to terminate or actual termination under Section 9.01 by the Company or prior to any occurrence, action or event giving rise to Parent's right to terminate under Section 9.01 or (ii) Parent has paid the $5.0 million fee in accordance with Section 7.11(a).

Parent Fee is defined in Section 7.03(b).

Parent Fee means $50 million.

Parent Fee means $300,000.

Parent Fee means the capped portion of Base Funding for Enrolment that the Participant will charge Parents as described in section 1.5(b) of Schedule B, exclusive of Optional Parent Fees;

Parent Fee means (A) $68,400,000, in circumstances in which a Parent Fee is payable pursuant to Section 7.5(c) and Parent or Merger Sub has committed a Willful and Material Breach of any of its representations or warranties, covenants, obligations or agreements contained in this Agreement; or (B) $51,300,000, in all other circumstances in which a Parent Fee is payable pursuant to Section 7.5(c); provided that Willful and Material Breach by Parent or Merger Sub shall not exist solely by reason of failure by Parent and Merger Sub to consummate the Merger if (x) all of the conditions set forth in Section 6.1 and 6.2 have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing) and (y) Parent has satisfied its obligations under Section 5.13 but the Debt Financing is not available pursuant to the terms thereof and would not be available upon the funding of the Equity Commitments.