Agency Compensation. (a) The Issuer agrees to reimburse the Revolving Credit Note Agent (subject to any written agreement between the Issuer and the Revolving Credit Note Agent) forthwith upon its request for all reasonable expenses incurred or made by the Revolving Credit Note Agent in accordance with any provision of this Agreement or the Indenture.
(b) The Issuer will reimburse, and does hereby indemnify and hold harmless, the Revolving Credit Note Agent and its affiliates, directors, officers, shareholders, agents and employees with respect to all expenses, losses, damages, liabilities, demands, charges and claims of any nature (including the reasonable fees and expenses of counsel and other experts) in respect of or arising from its appointment as Revolving Credit Note Agent or from any acts or omissions performed or omitted by the Revolving Credit Note Agent, its affiliates, directors, officers, shareholders, agents or employees hereunder in good faith except to the extent resulting from gross negligence, willful misconduct or fraud on the part of the Revolving Credit Note Agent or any Affiliate thereof (any such amounts, together with expenses reimbursable under Section 2.4(b), “Revolving Credit Note Agent Expenses”). The indemnification obligations of the Issuer shall survive termination of this Agreement and the resignation or removal of the Revolving Credit Note Agent.
(c) The Revolving Credit Note Agent Expenses shall be considered Administrative Expenses and shall be payable from the Expense Account or pursuant to the Priority of Payments in each case in accordance with the Indenture.
(d) The Revolving Credit Note Agent hereby agrees not to cause the filing of a petition in bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings under any law or jurisdiction against the Issuer for the non-payment to the Revolving Credit Note Agent of any amounts provided by this Section 2.4 before 366 days have elapsed or, if longer, the applicable preference period then in effect (including, without limitation, any period established pursuant to the laws of the Cayman Islands) (plus one day) after the payment in full of all Notes issued under the Indenture.
Agency Compensation. Agency's compensation for the basic services described above will be as set forth in Appendix I to this Agreement.
Agency Compensation. Agency agrees to look solely to Medica for compensation under this Compensation Schedule. Except as set forth in this Compensation Schedule, the Agreement and any addenda to the Agreement may provide otherwise, Compensation shall be calculated as set forth as stated in the following Sections.
Agency Compensation. A. Agency compensation for the calendar year shall be computed as follows:
1. During the last quarter of the previous calendar year, AT&T and the Agency shall meet to determine:
a. The account staffing (including all functions as defined in Article 6, Paragraph C) for the AT&T account for the next calendar year.
b. The aggregate Direct Salaries, as defined herein, of the agreed upon account staff.
2. The fee for the calendar year is then ([***] + .[***]) X ([***] + [***]) X [***].
3. For 1994 the yearly fee is [***]. For each subsequent year, the yearly fee shall be mutually agreed upon by the parties in writing and attached as an amendment hereto.
B. [***] (expressed as a percent of [***]) as herein defined shall be based on [***] of [***] for the [***]. The specific criteria for evaluation shall be mutually agreed upon by the parties. However, the yearly Agency evaluation as performed by AT&T shall be at the sole discretion of AT&T.
1. At the end of each calendar year, the Agency shall submit to AT&T actual Direct Salaries as defined herein, and a computation of Profit Before Taxes according to the formula: Profit = Fee from [***] of this [***] - ([***] + [***]) X [***]
2. Based on the Agency evaluation as decided by AT&T, the Agency shall be allowed:
a. [***]% profit (expressed as a percent of Total Costs) if Agency evaluation is rated "unacceptable."
b. [***]% profit (expressed as a percent of Total Costs) if Agency evaluation is rated "fully meets."
c. [***]% profit (expressed as a percent of Total Costs) if Agency evaluation is rated "exceeds."
d. [***]% profit (expressed as a percent of Total Costs) if Agency evaluation is rated "far exceeds." Agency shall use its best effort to provide actual Direct Salaries, actual All Other Expenses and Profit calculations within sixty (60) days of the end of the calendar year but in no event later than ninety (90) days after the end of the calendar year, so that reconciliation can be made. Agency agrees to keep accurate books of account and records, in accordance with generally accepted accounting principles, concerning all transactions hereunder, including documentation supporting all charges and including out-of-pocket expenses. An independent certified public accounting firm of the Agency's choice and at the Agency's expense shall annually review the Agency's books of account and records and shall certify that the bills to AT&T and actual Direct Salaries and Profit computations are accurate and in accordance ...
Agency Compensation. The District agrees to reimburse the Agency for fifty (50%) percent of all the SRO’s salary and employment benefits.
Agency Compensation. A. Agency compensation for the calendar year shall be computed as follows:
1. During the last quarter of the previous calendar year, AWS and the Agency shall meet to determine:
a. The account staffing (including all functions as defined in Article 6, Paragraph C) for the AWS account for the next calendar year.
b. The aggregate Direct Salaries, as defined herein, of the agreed upon account staff.
2. The fee for the calendar year is then [***] X [***] X [***]. CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
3. For 1997 the yearly fee is estimated at [***]. Any increase or decrease in the estimated fee will require AWS approval. For each subsequent year, the yearly fee shall be mutually agreed upon by the parties in writing and attached as an amendment hereto.
4. For 1997 the Agency's average rates range between [***] and [***] per hour for marketing communications and planning. There will be additional projects that will fall outside of this range that involve operational enablement work beyond marketing communications (i.e. database support, customer care assessments, etc.).
B. [***] (expressed as a [***] of [***]) as herein defined shall be based on [***] of [***] for the [***] based on [***] in [***] to [***] its [***]. The specific criteria for evaluation shall be mutually agreed upon by the parties. Based on the Agency's performance in assisting AWS to meet its stated goals, the Agency shall be allowed a bonus based on an agreed upon formula attached hereto as Schedule I.
C. AWS shall pay the Agency on dates to be mutually agreed upon by the parties.
D. If for any reason Agency anticipates exceptional increases in Direct Salaries during any quarter of the year, a meeting between Agency and AWS shall be called by the Agency to discuss what action should be taken while still providing AWS with needed services.
E. If for any reason AWS expects the direct marketing budget to decline or increase significantly above or below the anticipated budget for the year, AWS will notify Agency of this change as soon as possible.
F. AWS agrees to reimburse the Agency directly for reasonable direct client service expenses (i.e. out of pocket expenses of Agency related to the AWS account), including travel and living expenses authorized by AWS and incurred in connection with this Agr...
Agency Compensation a) All creative time...copy, layout and production supervision...shall be billed at $95 per hour.
b) In all space and time media which allow an agency commission of at least 15%, The Marketing Source shall receive the 15% commission. On non-commissionable media, or where the commission is less than 15%, the agency shall receive a commission of 17.65% of the media cost to allow a 15% net commission to the agency.
c) In outdoor advertising where the standard commission to the agency is 15%, the agency will receive the same.
d) All outside purchases such as typography, 4-color negatives, veloxes, signs, printing, broadcast and print talent, etc., shall be rebilled at cost plus 17.65%.
e) Art illustration done in-agency shall be rebilled at $95 per hour. All art purchased outside the agency shall be rebilled at cost plus 17.65%.
f) Marketing consultation services shall he billed at $95 per hour. This shall be agreed on in advance, where applicable.
g) Research shall basically be a flexible charge. When handled directly by the agency, time shall be billed at $95 per hour including supervision, preparation, field work. evaluation and publishing of results. In those cases where the agency shall be involved in the supervision and/or preparation and the balance of the projects contracted out to independent research firms, the agency shall xxxx the project at cost plus 17.65% to allow a net 15% commission to the agency.
h) For such out of. pocket expenses as packing, shipping, mailing, delivery and long distance telephone calls on the client's behalf, these expenses shall be rebilled at cost without markup.
i) All out-of-town travel expenses and lodging incurred in the client's behalf shall he rebilled at cost, without agency xxxx-up.
j) Public Relations shall be billed at $95 per hour for a senior manager/writer and $85 per hour for a junior manager/writer, plus all out-of-pocket expenses. Such costs may include entertainment of media personnel pertinent to the placement of public relations material.
l) Executive management meeting time, where applicable, shall be charged at a rate of $95 per hour. This charge shall apply to client meetings only. Internal agency meetings shall be covered by commissions.
m) All agency invoices are due and payable within 30 days from date of invoice.
n) In the event there is no commissionable media and/or commissions are insufficient to cover account administration and media expenses, the following; items will be billed on an hourly ...
Agency Compensation. 6.1 In consideration of performance by Agency of the services set forth in Sections 3.1 through 3.6, Client agrees to pay a fixed monthly Professional Services Fee that is adjusted based on the following schedule (fees with associated areas of work/deliverables):
6.1.1 January 2021 $314,500/Month
6.1.2 February 2021 to July 2021 $298,500/Month
6.1.3 August 2021 to December 2021 $333,700/Month 6.1.4 January 1, 2022 to December 31, 2022 $357,500/Month
Agency Compensation. A. Agency compensation for the calendar year shall be computed as follows:
1. During the last quarter of the previous calendar year, AT&T and the Agency shall meet to determine:
a. The account staffing (including all functions as defined in Article 6, Paragraph C) for the AT&T account for the next calendar year.
b. The aggregate Direct Salaries, as defined herein, of the agreed upon account staff.
2. The fee for the calendar year is then (1 + ***(1)) X (1 + ***(
Agency Compensation a. Agency’s commission shall be limited to 10% of Client’s gross compensation, including Client’s profit participation.
b. Agency’s commission shall not reduce Client’s compensation below MBA scale compensation.
c. Agency shall not circumvent limits on commissions by charging fees for other services.
d. Agency shall provide quarterly to Client and to the Guild an itemized statement showing in standardized electronic format (i) all compensation received by or on behalf of Client; and (ii) all commissions and other revenue received by Agency related to its representation of Client. Client and Guild shall have the right to audit such statements.
