Fees Upon Termination Clause Samples
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Fees Upon Termination. The Company agrees that if this Agreement is --------------------- terminated pursuant to:
(a) Section 8.1(b)(ii) and at the time of such termination any person, entity or group (as defined in Section 13(d)(3) of the Exchange Act) (other than Sub or Purchaser) shall have become the beneficial owner of more than 20% of the outstanding Shares (with appropriate adjustments for reclassifications of capital stock, stock dividends, stock splits, reverse stock splits and similar events) and such person, entity or group (or any subsidiary of such person, entity or group) thereafter shall enter into a definitive agreement with the Company to accept an Acquisition Proposal at any time on or prior to the date which is six months after the termination of this Agreement and such transaction is thereafter consummated;
(b) Sections 8.1(c)(i) or Section 8.1(d);
(c) Section 8.1(c)(ii) and at the time of termination of this Agreement, the Tender Agreement shall have expired in accordance with Section 2 thereof and the Company shall enter into a definitive agreement to accept an Acquisition Proposal at any time on or prior to the date which is six months after the termination of this Agreement; or
(d) Section 8.1(c)(iii) and such failure was the result of any action taken by or on behalf of the Company giving rise to an Event specified in paragraph (a), (b), (c), (d), (f), (g) or (i) of Annex I and such action was in breach of the Company's obligations hereunder, and with respect to an Event specified in paragraph (g), if such action was taken by the Company for the purpose of causing Purchaser to terminate this Agreement; then the Company shall pay to Purchaser the sum of $40 million. Such payment shall be made as promptly as practicable but in no event later than (i) in the case of paragraphs (b) and (d) of this Section, two business days following termination of this Agreement, (ii) in the case of paragraph (a) of this Section, upon consummation of such Acquisition Proposal, and (iii) in the case of paragraph (c) of this Section, upon entering into a definitive agreement to accept such Acquisition Proposal. Each such payment shall be made by wire transfer of immediately available funds to an account designated by Purchaser without set-off or deduction.
Fees Upon Termination. Promptly after expiration or termination of this contract in accordance with Terms and Conditions, Clause 22 (Term and Termination), the University will pay the Contractor fees proportionate to the Deliverables completed to the University’s reasonable satisfaction, and will thereafter have no further liability for fees to the Contractor. The University may, at its discretion, pay the Contractor an additional sum as full and final fees for early termination.
Fees Upon Termination. Upon termination of this Agreement, the Fee shall be adjusted as at the effective date of termination. Any overpayment shall forthwith be refunded to TKLP and any underpayment shall forthwith be paid to TK Bahamas.
Fees Upon Termination. From and after the effective date of the termination of this Agreement, Abengoa shall not be entitled to receive the Executive Management Fee for further Services under this Agreement, but will be paid all compensation accruing to and including the date of termination (including such day).
Fees Upon Termination. At the time this agreement ends, Owner must pay Broker:
1. $ zero, ▇▇▇▇▇ Property Management does not assess termination fees. If more than one property or unit is made part of and subject to this agreement, this paragraph applies only to those properties or units then leased and applies to each property or unit separately.
Fees Upon Termination. At the time this agreement ends, Owner must pay Broker amounts specified in Paragraph 12.
Fees Upon Termination. DAL shall immediately pay Dole all outstanding fees due, if any, upon termination if this TSA.
Fees Upon Termination. If this Agreement is terminated for any reason prior to the expiration of the Initial Term, the Company shall pay to CIC, concurrently with such termination, an amount equal to the present value of the advisory fee that would otherwise have been payable to CIC in accordance with Section 2(b) through the end of the Initial Term, based on the Company's cost of funds to borrow amounts under the revolving credit facility under the Credit Agreement.
Fees Upon Termination. Upon termination of this Agreement, the Fee shall be adjusted as at the effective date of termination. Any overpayment shall forthwith be refunded to TK SPAIN and any underpayment shall forthwith be paid to TK Projects.
Fees Upon Termination. Section 5 of the Advisory Agreement is hereby deleted and replaced in its entirety as follows: “If this Agreement is terminated for any reason prior to the expiration of the Initial Term, the Company shall pay to CIC, concurrently with such termination, an amount equal to the present value of the advisory fee that would otherwise have been payable to CIC in accordance with Section 2(a) through the earlier of (a) December 31 following the third anniversary of the date of termination or (b) the end of the Initial Term, based on the Company’s cost of funds to borrow amounts under the Company’s revolving credit facility in effect at the time of such termination. Upon the termination of this Agreement under circumstances where CIC receives a fee pursuant to Section 2(c), no additional fee shall be payable pursuant to the immediately preceding sentence. If this Agreement is terminated pursuant to Section 4(b) or 4(c) prior to the expiration of the Term, and the Company has paid to the Manager the Estimated Discounted Annual Fee for the fiscal year during which the Agreement is terminated, the Manager shall in no event be required to refund to the Company any portion of such Estimated Discounted Annual Fee upon such termination.”