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Re: Acknowledgement of Fees
Ladies and Gentlement:
We hereby acknowledge and agree that:
a total of v_field_aggregate_payoff_dollar_amount (the “Payoff Amount”) is due to be paid to the undersigned by v_field_target_company_name, a v_field_target_company_organization_state v_field_target_company_entity_type (the “Company”) for all fees and expenses of any nature owed to the undersigned in connection with that certain v_field_acquisition_agreement_name, dated as of v_field_acquisition_agreement_date, by and among: v_field_acquiror_name, a v_field_acquiror_organization_state v_field_aquiror_entity_type (“Acquiror”); v_field_acquisition_sub_applicability v_field_acquisition_sub_name, a v_field_acquisition_sub_organization_state v_field_acquisition_sub_entity_type and a wholly-owned subsidiary of Acquiror; v_field_end v_field_sellers_representative_applicability v_field_sellers_representative_name v_field_sellers_representative_org_applicability, a v_field_sellers_representative_organization_state v_field_sellers_representative_entity_type v_field_end; v_field_end and the Company (the “Acquisition Agreement”) and the transactions contemplated thereby;
except as set forth in clause “(a)” above, there are no unbilled fees or expenses related to the Acquisition Agreement or the transactions contemplated by the Acquisition Agreement for which the undersigned will be entitled to payment from the Company v_field_acquisition_sub_applicability or the surviving corporation resulting from the transactions contemplated by the Acquisition Agreement (the “Surviving Entity”) v_field_end;
upon receipt v_field_pay_on_or_prior_to_date_applicability on or prior to the date hereof v_field_end of the amounts set forth in clause “(a)” above v_field_counterpart_signature_required_as_condition_applicability and a fully-executed counterpart of this letter agreement signed by the Company v_field_end, the undersigned will not be owed any other amount by the Company v_field_acquisition_sub_applicability or the Surviving Entity v_field_end in connection with the services the undersigned has performed in connection with the Acquisition Agreement and the transactions contemplated thereby v_field_release_applicability, and the Company v_field_acquisition_sub_applicability and the Surviving Entity v_field_end shall be released from any and all claims, liabilities, damages, costs and expenses now existing or hereinafter arising out of or in connection with the Acquisition Agreement and the transactions contemplated thereby v_field_end; and
the undersigned understands that the undersigned is not to perform any further services for the Compay v_field_acquisition_sub_applicability or the Surviving Entity v_field_end without the express written authorization of the Acquiror.
This letter shall constitute an invoice for the services subject of the Payoff Amount.
Please transfer the Payoff Amount, by wire transfer of immediately available funds, to:
I agree to execute and deliver such additional documents and shall provide any additional information as may be reasonably required to carry out the terms of this letter agreement.
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This letter agreement may be executed by each party on a separate counterpart, each of which when so executed and delivered shall be an original, but all of which together shall constitute one agreement.
Very Truly Yours,
Agreed and acknowledged:
│ ├── v_field_sellers_representative_organization_state
│ └── v_field_sellers_representative_entity_type
Payoff Letter - Acquisition Service Provider
1. Please consult your professional advisors.