Waiver and Amendment Fee; Legal Expenses Sample Clauses

Waiver and Amendment Fee; Legal Expenses. The Noteholders shall have received a one time Waiver and Amendment Fee in an amount equal to $77,592. In addition, the Noteholders shall have received payment of all currently outstanding expenses of the Noteholders incurred in connection with outstanding fees and expenses of counsel to the Noteholders in connection with the matters contemplated hereby or undertaken to date in connection with the Note Purchase Agreement and the Senior Notes Documents. The effectiveness of this Waiver and Amendment is further conditioned upon the accuracy in all material respects of the factual matters, taken as a whole, described herein.
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Waiver and Amendment Fee; Legal Expenses. The Noteholders shall have received a one time Waiver and Amendment Fee in an amount equal to $775,915.14 for the ratable benefit of each Noteholder signatory hereto based on the proportion that the amount of Senior Notes held by each such Noteholder (which amount is accurately set forth next to each Noteholder's name on the signature pages hereof) bears to the total amount of Senior Notes held by all Noteholders signatories hereto. In addition, the Noteholders shall have received payment of all currently outstanding fees and expenses of counsel to the Noteholders incurred in connection with the matters contemplated hereby or undertaken to date in connection with the Note Purchase Agreement and the Senior Notes Documents.

Related to Waiver and Amendment Fee; Legal Expenses

  • Amendment Fees The Borrower agrees to pay to the Administrative Agent for the account of each Bank on the SecondThird Amendment Effective Date the upfront fees required to be paid on such date, as set forth in the 20172018 Fee Letters.

  • Waiver and Amendment Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder.

  • Amendment costs If (a) the Borrower requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 27.9 (Change of currency), the Borrower shall, within three Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

  • Termination Waiver and Amendment 40 7.1 TERMINATION...................................................40 7.2

  • First Amendment The Administrative Agent shall have received multiple counterparts as requested of the this First Amendment from each Lender.

  • Waiver and Amendments Any waiver, alteration, amendment, or modification of any of the terms of this Agreement shall be valid only if made in writing and signed by each of the parties hereto; provided, however, that any such waiver, alteration, amendment, or modification must be consented to on the Company’s behalf by the Board. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

  • Construction of this Amendment; Participation Agreement (a). This Amendment shall be interpreted to be consistent with, and to facilitate compliance with and reliance on, Rule 30e-3 under the 1940 Act and Rule 498A (including paragraph (j) thereof) under the 1933 Act and any interpretations of those Rules by the Securities and Exchange Commission, its staff, courts, or other appropriate legal authorities.

  • Duration, Termination and Amendments of this Agreement This Agreement shall become effective as of the day and year first above written, shall govern the relations between the parties hereto thereafter and shall remain in force for a period of two years from its effectiveness, on which date it will terminate unless its continuance with respect to a Fund after that date is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of Citi Management at a meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by "vote of a majority of the outstanding voting securities" of the Fund. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by the Trustees or by the "vote of a majority of the outstanding voting securities" of the Fund, or by the Manager, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement shall automatically terminate in the event of its "assignment." This Agreement may be amended with respect to a Fund only if such amendment is approved by the "vote of a majority of the outstanding voting securities" of the Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act).

  • Termination and Amendment of this Agreement This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment. This Agreement may be amended only if such amendment is approved (i) by Underwriter, (ii) either by action of the Board of Trustees of the Trust or at a meeting of the Shareholders of the Trust by the affirmative vote of a majority of the outstanding Shares, and (iii) by a majority of the Trustees of the Trust who are not interested persons of the Trust or of Underwriter by vote cast in person at a meeting called for the purpose of voting on such approval. Either the Trust or Underwriter may at any time terminate this Agreement on sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the other party.

  • DURATION, TERMINATION AND AMENDMENT OF THIS AGREEMENT This Agreement shall become effective on the date first above written and shall govern the relations between the parties hereto thereafter, and shall remain in force until December 29, 2002 on which date it will terminate unless its continuance after December 29, 2002 is "specifically approved at least annually" (i) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of the Adviser at a meeting specifically called for the purpose of voting on such approval, and (ii) by the Board of Trustees of the Trust, or by "vote of a majority of the outstanding voting securities" of the Fund. This Agreement may be terminated at any time without the payment of any penalty by the Trustees or by "vote of a majority of the outstanding voting securities" of the Fund, or by the Adviser, in each case on not more than sixty days' nor less than thirty days' written notice to the other party. This Agreement shall automatically terminate in the event of its "assignment". This Agreement may be amended only if such amendment is approved by "vote of a majority of the outstanding voting securities" of the Fund.

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