Changes in Mitigation Fees Due to Adaptive Management Sample Clauses

Changes in Mitigation Fees Due to Adaptive Management. In the event the RWP or elements of its conservation strategy are adjusted through adaptive management, the Mitigation Fees assessed on the Participant will not increase or decrease more than 4% in any given year from the Mitigation Fees for the prior calendar year. The 3% limit on inflation adjustments and 4% limit on adaptive management adjustments apply to all Mitigation Fees. Thus, annual increases to Mitigation Fees associated with development in a particular ecoregion, within a particular CHAT category, focal or connectivity area, and in an area with a particular site condition score, will not exceed 3% due to inflation and 4% due to adaptive management of the Mitigation Fees for development in areas with the same variables. Put otherwise, inflation adjustments will not cause the Mitigation Fee to develop a specific parcel of land in Year N+1 (e.g., year 2) to increase more than 3% beyond the Mitigation Fee to develop that same parcel of land in Year N (e.g., year 1) (assuming habitat quality on the parcel remains the same from year to year). Similarly, adaptive management adjustments will not cause the Mitigation Fee to develop a specific parcel of land in Year N+1 (e.g., year 2) to increase more than 4% of the Mitigation Fee to develop that same parcel of land in Year N (e.g., year 1) (assuming habitat quality on the parcel remains the same from year to year). The following formula mathematically reflects the maximum annual increase to Mitigation Fees: Maximum Mitigation Fee for Yn+1 = (Mitigation for Yn x 0.04) + (Mitigation for Yn x 0.03) + Mitigation Fee for Yn The Mitigation Fees for Year “Y1” are those reflected on the version of the HEG in effect when the Participant executes the CI. Prior to October 1, 2014, the HEG in effect is available at xxx.xxxxx.xxx; the range of Mitigation Fees associated with this HEG is identified in Section C of this Appendix. Mitigation Fees for subsequent years are those in effect on December 31. The RWP contemplates that some evaluations and adjustments will occur less frequently than annually (i.e., on a five- or ten-year basis). The 4% annual maximum adjustment resulting from adaptive management applies to all adjustments under the adaptive management provisions of the RWP, regardless of frequency. In other words, an adjustment that only occurs every five years cannot cause Mitigation Fees in any given year to increase more than 4% of the prior year’s Mitigation Fees. The Participant may remediate impacts and ...
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Related to Changes in Mitigation Fees Due to Adaptive Management

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  • COMPENSATION OF SUB-ADVISER The Adviser will pay the Sub-Adviser a fee with respect to each of the Portfolio(s) as specified in Appendix A to this Agreement. Payments shall be made to the Sub-Adviser on or about the fifth day of each month; however, this fee will be calculated daily for each of the Portfolio(s) based on the net assets thereof on each day and accrued on a daily basis.

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  • Changes in General Partner 7.01 Transfer of the General Partner's Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.01(c), (d) or (e). (b) The General Partner agrees that the Percentage Interest for it will at all times be in the aggregate at least .1%. (c) Except as otherwise provided in Section 6.04(b) or Section 7.01(d) or (e) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner's state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a "Transaction"), unless: (i) the consent of Limited Partners holding more than 50% of the Percentage Interests and more than 50% of the Special Percentage Interests of the Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive (A) for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (a) exercised its Redemption Right and (b) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer and (B) for each Special Partnership Unit an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Partnership Unit at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares; or (iii) the General Partner is the surviving entity in the Transaction and either (a) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares and (2) in exchange for their Special Partnership Units, an amount of cash, securities or other property (as applicable based upon the type of consideration and proportion thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such special Partnership Units at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares. (d) Notwithstanding Section 7.01(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the "Survivor"), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding Paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the Board of Trustees' fiduciary duties to the shareholders of the General Partner under applicable law. (e) Notwithstanding Section 7.01(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (a) a wholly-owned Subsidiary of such General Partner or (b) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in a transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares. 7.02 Admission of a Substitute or Additional General Partner. 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