Common use of Conditions to Payment of Fees; Right of Offset Clause in Contracts

Conditions to Payment of Fees; Right of Offset. Each payment of fees described in this Article 7 shall be conditioned upon there being no uncured event of default by Feld under this Agreement or any Approved ▇▇▇▇liate Agreement. In the event of nonpayment of fees due to an uncured default, if such default is subsequently cured prior to withdrawal, resignation or removal of Feld as a Member and Manager, then the unpaid fe▇▇ ▇hall be payable, subject to all the terms and provisions of this Agreement. All fees will be included in the Final Project Budget to be approved by WPHC. With respect to fees payable prior to Final Closing, if the Construction Loan does not provide a source of funding for such fees, then payment of such fees shall be deferred until the later of the date(s) the Construction Loan permits such funding or until the Final Closing. All fees payable to Feld shall be subject to a right of offset in fa▇▇▇ of the Company and WPHC with respect to any claims or damages they may have against Feld and for any Development Deficits. In the ▇▇▇▇t of the withdrawal, resignation or Removal of Feld as a Member and Manager prior to the Fi▇▇▇ Closing Date, except in the case of Removal of Feld due to Feld failing to provide a Construc▇▇▇▇ Loan ac▇▇▇▇able to all the Members, in which case no fees shall have been earned by or be due to Feld, Feld shall be entitled to fees fully ea▇▇▇▇ an▇ ▇▇crued through the date of his Removal when and as such fees are otherwise payable pursuant to this Agreement, subject to the foregoing right of offset and provided that WPHC has been fully compensated for its out of pocket expenses with respect to the Project. In no event shall the Removal of Feld accelerate the due date for any fees earn▇▇ ▇y Feld during the period prior to his Removal.

Conditions to Payment of Fees; Right of Offset. Each payment of fees described in this Article 7 shall be conditioned upon there being no uncured event of default by Feld ▇▇▇▇ under this Agreement or any Approved ▇▇▇▇liate Affiliate Agreement. In the event of nonpayment of fees due to an uncured default, if such default is subsequently cured prior to withdrawal, resignation or removal of Feld ▇▇▇▇ as a Member and Manager, then the unpaid fe▇▇ ▇hall fees shall be payable, subject to all the terms and provisions of this Agreement. All fees except the Incentive Fee will be included in the Final Project Budget to be approved by WPHC. With respect to fees payable prior to Final Closing, if the Construction Loan does not provide a source of funding for such fees, then payment of such fees shall be deferred until the later of the date(s) the Construction Loan permits such funding or until the Final Closing. All fees payable to Feld ▇▇▇▇ shall be subject to a right of offset in fa▇▇▇ favor of the Company and WPHC with respect to any claims or damages they may have against Feld ▇▇▇▇ and for any Development Deficits and Operating Deficits. In the ▇▇▇▇t event of the withdrawal, resignation or Removal of Feld ▇▇▇▇ as a Member and Manager prior to the Fi▇▇▇ Final Closing Date, except in the case of Removal of Feld ▇▇▇▇ due to Feld ▇▇▇▇ failing to provide a Construc▇▇▇▇ Construction Loan ac▇▇▇▇able acceptable to all the Members, in which case no fees shall have been earned by or be due to Feld▇▇▇▇, Feld ▇▇▇▇ shall be entitled to fees fees, except the Incentive Fee, fully ea▇▇▇▇ an▇ ▇▇crued earned and accrued through the date of his Removal when and as such fees are otherwise payable pursuant to this Agreement, subject to the foregoing right of offset and provided that WPHC has been fully compensated for its out of pocket expenses with respect to the Project. In no event shall the Removal of Feld ▇▇▇▇ accelerate the due date for any fees earnearned by ▇▇▇▇ ▇y Feld during the period prior to his Removal.

Conditions to Payment of Fees; Right of Offset. Each payment of fees described in this Article 7 shall be conditioned upon there being no uncured event of default by Feld under this Agreement or any Approved ▇▇▇▇liate Affiliate Agreement. In the ▇▇▇ event of nonpayment of fees due to an uncured default, if such default is subsequently cured prior to withdrawal, resignation or removal of Feld as a Member and Manager, then the unpaid fe▇▇ ▇hall fees shall be payable, subject ▇▇bject to all the terms and provisions of this Agreement. All fees except the Incentive Fee will be included in the Final Project Budget to be approved by WPHC. With respect to fees payable prior to Final Closing, if the Construction Loan does not provide a source of funding for such fees, then payment of such fees shall be deferred until the later of the date(s) the Construction Loan permits such funding or until the Final Closing. All fees payable to Feld shall be subject to a right of offset in fafavor of the Company ▇▇▇ of the Company and WPHC with respect to any claims or damages they may have against Feld and for any Development Deficits and Operating Deficits. In the t▇▇ ▇▇▇t vent of the withdrawal, resignation or Removal of Feld as a Member and Manager prior to the Fi▇▇▇ Final Closing Date, except in excep▇ ▇▇ the case of Removal of Feld due to Feld failing to provide a Construc▇▇Construction Loan acceptable ▇▇ Loan ac▇ll the M▇▇▇▇able to all the Membersrs, in which case no fees shall have been earned by or be due to Feld, Feld shall be entitled to fees fully eafees, except the Incentive Fee, ful▇▇ ▇ar▇▇▇ an▇ ▇▇crued and accrued through the date of his Removal when and as such fees are otherwise payable pursuant to this Agreement, subject to the foregoing right of offset and provided that WPHC has been fully compensated for its out of pocket expenses with respect to the Project. In no event shall the Removal of Feld accelerate the due date for any fees earn▇▇ ▇y earned by Feld during the period ▇▇▇iod prior to his Removal.

Conditions to Payment of Fees; Right of Offset. Each payment of fees described in this Article 7 shall be conditioned upon there being no uncured event of default by Feld under this Agreement or any Approved o▇ ▇▇▇▇liate y Approved Affiliate Agreement. In the event of nonpayment of fees due to an uncured default, if such default is subsequently cured prior to withdrawal, resignation or removal of Feld as a Member and Manager, then t▇▇▇ the unpaid fe▇▇ ▇hall fees shall be payable, subject to all the terms and provisions of this Agreement. All fees will be included in the Final Project Budget to be approved by WPHC. With respect to fees payable prior to Final Closing, if the Construction Loan does not provide a source of funding for such fees, then payment of such fees shall be deferred until the later of the date(s) the Construction Loan permits such funding or until the Final Closing. All fees payable to Feld shall be subject to a right of righ▇ ▇▇ offset in fa▇▇▇ favor of the Company and WPHC with respect to any claims or damages they may have against Feld and for any Development Deficits. In the D▇▇▇▇t its. In the event of the withdrawal, resignation or Removal of Feld as a Member and Manager prior ▇▇▇or to the Fi▇▇▇ Final Closing Date, except in the case of Removal of Feld due to Feld failing to provide a Construc▇▇▇▇ Loan acp▇▇▇▇able de a Con▇▇▇▇ction Loan acceptable to all the Members, in which case no fees shall have been earned by or be due to Feld, Feld shall be entitled to fees fully ea▇▇▇▇ anfee▇ ▇▇crued lly earned and accrued through the date of his Removal when and as such fees are otherwise payable pursuant to this Agreement, subject to the foregoing right of offset and provided that WPHC has been fully compensated for its out of pocket expenses with respect to the Project. In no event shall the Removal of Feld accelerate the due date for any fees earnf▇▇ ▇y ny fees earned by Feld during the period prior to his t▇ ▇▇s Removal.