Fees Payable by the Company. Subject to Section 3.02, as consideration for the Put Option, the Backstop Commitment and the other agreements of the Backstop Parties in this Agreement, the Debtors shall pay or cause to be paid a nonrefundable aggregate fee in an amount equal to 5.0% of the Rights Offering Amount, calculated in accordance with Section 3.02 to the Backstop Parties (including any Replacing Backstop Party, but excluding any Defaulting Backstop Party) or their designees based upon their respective Backstop Commitment Percentages at the time the payment is made (the “Put Option Premium”). The provisions for the payment of the Put Option Premium and Expense Reimbursement are an integral part of the transactions contemplated by this Agreement and without these provisions the Backstop Parties would not have entered into this Agreement, and the Put Option Premium and Expense Reimbursement shall constitute allowed administrative expenses of the Debtors’ estate under Sections 503(b) and 507 of the Bankruptcy Code. The Put Option Premium shall be payable in shares of New Common Stock, issued at the Per Share Price; provided that if, and only if, the Closing does not occur or the Restructuring Transactions are not consummated, the Put Option Premium shall be payable in cash.
Fees Payable by the Company. Subject to Section 3.02, as consideration for the Backstop Commitment and the other agreements of the Backstop Parties in this Agreement, the Debtors shall pay or cause to be paid a nonrefundable aggregate fee in an amount equal to 6.0% of the Backstop Commitment as in effect on the date of this Agreement (irrespective of any decreases in the Backstop Commitment permitted by the terms of this Agreement and which for the avoidance of doubt shall be an amount equal to $12.0 million), calculated in accordance with Section 3.02 to the Backstop Parties (including any Replacing Backstop Party, but excluding any Defaulting Backstop Party) or their designees based upon their respective Backstop Commitment Percentages on the date hereof (the “Backstop Fee”). The provisions for the payment of the Backstop Fee, the Termination Fee and Expense Reimbursement, and the indemnification provided herein, are an integral part of the transactions contemplated by this Agreement and without these provisions the Backstop Parties would not have entered into this Agreement, and the Backstop Fee and Expense Reimbursement shall constitute allowed administrative expenses of the Debtors’ estates under Sections 503(b) and 507 of the Bankruptcy Code. The Backstop Fee shall be payable in New Common Stock and shall be fully earned upon the execution of this Agreement.
Fees Payable by the Company. (a) The Company shall assume the Fractional Development Agreement in substantially the form attached hereto as Exhibit E, with Developer to perform development services in respect of the Hotel, pursuant to which the Developer will receive a development fee from the Company, as more specifically set forth in the Development Agreement at the time of the Land Transfer if such agreement has not been terminated pursuant to its terms.
Fees Payable by the Company. (a) In the event that either Party terminates this MoU pursuant to Section 9.2(c), the Company shall within two (2) Business Days pay by wire transfer of same day funds to Parent an amount equal to all out-of-pocket fees, costs and expenses (including financial, accounting and legal fees) reasonably incurred by Parent and documented by itemized invoices in reasonable detail in connection with the authorization, preparation, negotiation, execution and performance of this MoU and the Transactions up to a maximum reimbursement amount of $3,000,000 (the “Company Expense Reimbursement”).
Fees Payable by the Company. (a) The Company shall enter into the Management Agreement, attached hereto as Exhibit E, with Manager to perform management services in respect of floors 9-15 (excluding floor 13), 17-27 and a portion of floor 28 of the Tower, pursuant to which the Manager will receive such management fees as more specifically set forth in the Management Agreement.
Fees Payable by the Company. (a) The Company, concurrently with the execution of this Agreement, shall enter into the Hotel Development Agreement in substantially the form attached hereto as Exhibit E, with Developer to perform development services in respect of the Hotel, pursuant to which the Developer will receive a development fee from the Company, as more specifically set forth in the Development Agreement.
Fees Payable by the Company. Subject to Section 3.02, as consideration for the Backstop Commitment and the other agreements of the Backstop Parties in this Agreement, the Debtors shall pay or cause to be paid a nonrefundable aggregate fee in an amount equal to 6.0% of the Backstop Commitment as in effect on the date of this Agreement (which, for the avoidance of doubt, shall be an amount equal to $11,388,000), calculated in accordance with Section 3.02 to the Backstop Parties (including any Replacing Backstop Party, but excluding any Defaulting Backstop Party) or their designees based upon their respective Backstop Commitment Percentages on the date hereof (the “Backstop Fee”). The provisions for the payment of the Backstop Fee and Expense Reimbursement, and the indemnification provided herein are an integral part of the transactions contemplated by this Agreement and without these provisions the Backstop Parties would not have entered into this Agreement, and the Backstop Fee and Expense Reimbursement shall constitute allowed administrative expenses of the Debtors’ estates under Sections 503(b) and 507 of the Bankruptcy Code. The Backstop Fee shall be payable in New Common Stock and shall be fully earned upon the execution of this Agreement.
Fees Payable by the Company a. The Company shall pay to Transfer Agent such fees for Transfer Agent's Services as are reflected in the then current fee schedule of the Transfer Agent. The Company acknowledges that certain of the fees payable to Transfer Agent are determined on a quotation basis at the time the Company appoints Transfer Agent and any quotation provided to the Company for such fees shall be deemed to be the amount included on the Company's then current fee schedule. In addition to the fees due to Transfer Agent, the Company shall reimburse Transfer Agent for such out-of-pocket expenses including long distance telephone, non-routine postage and handling charges, next day delivery charges, copy charges, travel, legal and such other expenditures incurred on behalf of the Company. The Fee Schedule may be changed form time to time by the Transfer Agent upon thirty (30) days written notice to the Company.
Fees Payable by the Company. (a) In the event that either Party terminates this MoU pursuant to Section 9.2(c), the Company shall within two (2) Business Days pay by wire transfer of same day funds to Parent an amount equal to $7,000,000, which amount the Parties acknowledge and agree represents a good faith estimate of the fees, costs and expenses (including financial and legal advisor fees) Parent will incur in connection with the transactions contemplated by this MoU (including the negotiation thereof) (the “Expense Reimbursement”).
Fees Payable by the Company. (a) The Company shall enter into the Owner Agreement, attached hereto as Exhibit E, with Manager and Tenant pursuant to which the Company will guarantee certain obligations of Tenant under the Hotel Management Agreement attached hereto as Exhibit F, as more specifically set forth in the Owner Agreement.
