Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration fees and expense reimbursements in the form of Class A ordinary shares of the Issuer equal to 1.5% of the total Class A ordinary shares outstanding per annum, issued on a quarterly basis in arrears. (b) The issuance of Class A ordinary shares shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting is sold, the Class A ordinary shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the Painting) and the number of Class A ordinary shares actually received by the Administrator and any excess Class A ordinary shares received by the Administrator, if any, shall be refunded to the Issuer, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to the sale of the Painting. (c) In addition to the Class A ordinary shares, in connection with the provision of the Non-Routine Services, the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting is sold. (d) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting until the sale of the Painting.
Appears in 3 contracts
Samples: Administrative Services Agreement (Masterworks 002, LLC), Administrative Services Agreement (Masterworks 002, LLC), Administrative Services Agreement (Masterworks 003, LLC)
Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration fees and expense reimbursements in the form of Class A ordinary shares of the Issuer equal to 1.5% of the total Class A ordinary shares outstanding per annum, issued on a quarterly basis in arrears.
(b) The issuance of Class A ordinary shares shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting is sold, the Class A ordinary shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the Painting) and the number of Class A ordinary shares actually received by the Administrator and any excess Class A ordinary shares received by the Administrator, if any, shall be refunded to the Issuer, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to the sale of the Painting.
(c) In addition to the Class A ordinary shares, in connection with the provision of the Non-Routine Services, the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting is sold.
(d) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting until the sale of the Painting.
Appears in 2 contracts
Samples: Administrative Services Agreement (Masterworks 005, LLC), Administrative Services Agreement (Masterworks 004, LLC)
Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration fees and expense reimbursements in the form of Class A ordinary shares of the Issuer equal to 1.52% of the total Class A ordinary shares outstanding per annum, issued on a quarterly basis in arrears.
(b) The issuance of Class A ordinary shares shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting is sold, the Class A ordinary shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the Painting) and the number of Class A ordinary shares actually received by the Administrator and any excess Class A ordinary shares received by the Administrator, if any, shall be refunded to the Issuer, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to the sale of the Painting.
(c) In addition to the Class A ordinary shares, in connection with the provision of the Non-Routine Services, the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting is sold.
(d) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting until the sale of the Painting.
Appears in 1 contract
Samples: Administrative Services Agreement (Masterworks 003, LLC)
Compensation and Expenses; Covenant. (a) In return for the ServicesServices described in Section 1(a), the Administrator shall earn administration fees and expense reimbursements from the Issuer in the form of Class A ordinary shares of the Issuer equal to 1.5representing 1% of the total Shares of the Company outstanding (based on the number of Class A ordinary shares Ordinary Shares and Preferred Shares outstanding per annumannum for as long as this Agreement is in effect, which shares shall be issued on a quarterly basis in arrears.
. (b) The collectively, such issuance of Class A ordinary shares shares, the “Services Fee”). The Service Fee shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting is sold, the Class A ordinary shares Services Fee actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the Painting) and the number of Class A ordinary shares Service Fees actually received by the Administrator (in the form of cash prepayments and Class A Ordinary Shares, as applicable) and any excess Class A ordinary shares Service Fee received by the Administrator, if any, shall be refunded to the Issuer, as applicable, Issuer and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to the sale of the Painting.
(cb) In addition to the Class A ordinary sharesServices Fee, in connection with the provision of the Non-Routine ServicesServices described in Section 1(a)(iii), the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting is sold.
(dc) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting until the sale of the Painting.
Appears in 1 contract
Samples: Administrative Services Agreement (Masterworks 001, LLC)