Compensation; Expense Reimbursement. The Independent Trustees shall be entitled to receive compensation for their services as Trustees [comparable to/not in excess of] that paid by the Company to its independent directors prior to the Company Merger, consisting of reasonable meeting fees or quarterly or annual retainer fees or a combination of such fees, as determined by the Trustees. Each Trustee shall be reimbursed from the Trust Assets or the Holdco Assets for all expenses reasonably incurred, and appropriately documented, by such Trustee in the performance of that Trustee’s duties in accordance with this Agreement.
Compensation; Expense Reimbursement. (a) In connection with the closing of the Recapitalization, on the date hereof, TransWestern shall pay or cause to be paid a closing fee of $5,000,000 ("Closing Fee") pro-rata to the Consultant and its affiliates and other partners of TransWestern and other stockholders of the Company in proportion to their respective post-Recapitalization equity interests as set forth on Exhibit "A" attached hereto. For purposes of determining the post-Recapitalization equity interest of the Consultant, the equity interest of the Consultant shall be aggregated with the equity interests of all of the Consultant's affiliates. The portion of the Closing Fee payable to Consultant shall be paid directly to the Consultant and its affiliates as directed by Consultant.
(b) In consideration of the management advisory services provided by Consultant hereunder and other partners of TransWestern and stockholders of the Company, TransWestern shall pay or cause to be paid a monthly management fee of $41,666.67 on the last day of each month during the Term (the "Management Fee"). Each monthly Management Fee shall be paid to the Consultant and other partners of TransWestern and other stockholders of the Company or their respective Permitted Transferees (as defined below) as set forth on Exhibit "B" attached hereto; provided, however, that (i) with respect to any individual listed on Exhibit "B" who is an employee of or a consultant to TransWestern or the Company on the Effective Date, upon any expiration or termination of such individual's employment or consultant relationship with TransWestern or the Company, all of such individual's rights to receive a portion of the Management Fee hereunder shall immediately terminate, and (ii) the right to receive a portion of the Management Fee is not assignable or transferrable, except to a Permitted Transferee. In the event of any sale, assignment or transfer by any individual or entity listed on Exhibit "B" (a "Transferor") of their respective post-recapitalization equity interests, other than to a Permitted Transferee of such Transferor, the portion of the Management Fee payable to such Transferor shall terminate pro-rata with respect to the portion of such post-recapitalization equity interest transferred and the total Management Fee payable each month thereafter by TransWestern shall be reduced by the amount of the Management Fee so terminated. The portion of the Management Fee payable to the non-Transferor individuals and entities listed on E...
Compensation; Expense Reimbursement. (a) In consideration of the Services and the other matters set forth herein, Newco shall pay Consultant a quarterly fee (hereinafter, the "Management Fee") equal to 5.0% of the gross revenues of Newco for such quarter, which Management Fee shall be paid to the Consultant by Newco in cash on or before the [THIRTIETH (30TH)] day following the end of the calendar quarter.
(b) In addition to the Management Fee, Newco shall reimburse Consultant for all reasonable out-of-pocket expenses incurred by Consultant in connection with Consultant's performance of such services (other than the Services) that may be requested by Newco from time-to-time during the Term, including, without limitation, reasonable travel, lodging and similar out-of-pocket costs reasonably incurred by it in connection with or on account of its performance of such services for Newco. Consultant must obtain the approval of Newco for the incurrence of any reimbursable costs in excess of $1000 (which approval shall not be unreasonably withheld). Reimbursement shall be made only upon presentation to Newco by the Consultant of reasonably itemized documentation therefor.
(c) Consultant hereby acknowledgtes that it has received a payment of $30,000 from Newco (or Bridgetech Holdings International, Inc.) as an advance payment of future Management Fees that may become payable pursuant to Section 4(a) above. Newco and Consutlant hereby agree that Newco shall not be obligated to pay any quarterly Management Fees to Consultant pursuant to Section 4(a) until the aggregate amount of Management Fees earned by the Consultant pursuant to Section 4(a) exceeds $30,000.
Compensation; Expense Reimbursement. (a) In consideration of the management advisory services hereunder, Big Flower agrees to pay to the Consultant an annual fee equal to $250,000. The annual fee shall be payable in equal quarterly installments each year, to be paid in advance on the first day of each calendar quarter with the first such payment to be made on January 1, 2000, except to the extent that any such payment is prohibited by Section 9.06 of the Credit Agreement, dated as of the date hereof, among Big Flower, as a Guarantor, Big Flower Press Holdings, Inc. and various Subsidiaries of Big Flower Press Holdings, Inc., as Borrowers, various Lenders, Chase Securities, Inc. and Deutsche Bank Securities Inc. as Joint Lead Arrangers and Joint Book Managers, The Chase Manhattan Bank, as Administrative Agent, Bankers Trust Company, as Syndication Agent, Bank of America, N.A., (as such terms are defined in such Credit Agreement), in which case payments of the annual fee shall be made in such a manner as to comply with such Section 9.06 of such Credit Agreement.
(b) Big Flower shall reimburse the Consultant for all reasonable out-of-pocket expenses incurred by the Consultant, and its affiliates, in connection with management advisory services provided by the Consultant hereunder, including, without limitation, reasonable travel, lodging, accounting, legal, administrative and similar out-of-pocket costs reasonably incurred by it in connection with its performance of services for Big Flower hereunder. Reimbursement shall be made only upon presentation to Big Flower by the Consultant of reasonably itemized documentation therefor.
Compensation; Expense Reimbursement. (a) In consideration of the management advisory services provided by Consultant hereunder and other partners of TransWestern and stockholders of the Company, TransWestern shall pay or cause to be paid a management fee at a rate of $1,000,000 per annum during the Term (the "Management Fee"). The Management Fee shall be paid in equal monthly installments to the Consultant and the partners of TransWestern or their respective Permitted Transferees (as defined below) as set forth on Exhibit "B" attached hereto; provided, however, that (i) with respect to any individual listed on Exhibit "B" who is an employee of or a consultant to TransWestern or the Company on the Effective Date, upon any expiration or termination of such individual's employment or consultant relationship with TransWestern or the Company, all of such individual's rights to receive a portion of the Management Fee hereunder shall immediately terminate and (ii) the right to receive a portion of the Management Fee is not assignable or transferrable, except to a Permitted Transferee. In the event of any sale, assignment or transfer by any individual or entity listed on Exhibit "B" (a "Transferor") of their respective post-recapitalization equity interests in the Partnership or the Company, other than to a Permitted Transferee of such Transferor, (i) the portion of the Management Fee payable to such Transferor shall be reduced in the same proportion as such Transferor's equity interest is reduced by virtue of such transfer, (ii) the total Management Fee payable hereunder each year thereafter by TransWestern shall be reduced by the same amount and (iii) the portion of the Management Fee payable to the non-Transferor individuals and entities listed on Exhibit "B" hereto shall not be reduced or otherwise affected. As used herein, the term "Permitted Transferee" shall mean (i) in the case of an individual, a member of such individual's Family Group or a recipient pursuant to applicable laws of devise and descent, or (ii) in the case of an entity, one or more Affiliates of such entity. "Family Group" means an individual's spouse and descendants (whether natural or adopted) and any trust solely for the benefit of such individual and/or any of such individual's spouse or descendants. "Affiliate" of an entity means any other person, entity or investment fund controlling, controlled by or under common control with such entity and any partner of such entity which is a partnership.
Compensation; Expense Reimbursement. The Operating Member shall be entitled to compensation for services rendered to the Company in connection with the management of the Company's business as provided on Schedule A attached hereto, or as may be unanimously approved by the Members. The Operating Member shall also be entitled to reimbursement from the Company for reasonable fees and expenses incurred for or on behalf of the Company or otherwise in connection with the performance of its duties hereunder.
Compensation; Expense Reimbursement. (a) As compensation for the services rendered by Scottish Life during the term of this Agreement, Scottish Annuity will pay to Scottish Life, for each annuity contract issued by Scottish Annuity and in effect on the date of determination of the compensation, an amount payable in U.S. dollars equal to .50% per annum of the separate account value of such contract, provided that the amount of the aggregate compensation under this Agreement shall not be less than U.S.$25,000 per year (the "Minimum Amount"). Payment shall be made by Scottish Annuity to Scottish Life within 10 days of the date Scottish Annuity receives payment of M&E Expense under such annuity contracts, provided that any amount to be paid by Scottish Annuity other than from M&E Expenses under the annuity contracts shall be paid by Scottish Annuity within 10 days of the date Scottish Annuity receives payment of the last M&E Expense under the annuity contracts during the contract year in which the Minimum Amount is in effect.
(b) In addition, Scottish Annuity shall reimburse Scottish Life, quarterly in arrears, for all out-of-pocket fees, costs and expenses incurred or advanced by Scottish Life on behalf of Scottish Annuity in connection with this Agreement. Scottish Life shall present Scottish Annuity with a written request detailing such fees, costs and expenses, from time to time as Scottish Annuity deems necessary. Payment of such fees, costs and expenses shall not be deemed satisfaction of Scottish Annuity's obligation to pay to Scottish Life the administrative and clerical fees due pursuant to Section 4(a).
Compensation; Expense Reimbursement. 4.1 In consideration of the management advisory services hereunder, the Consultant (or its designee) shall be paid an annual fee (hereinafter, the "Management Fee") equal to $250,000. The Management Fee shall be payable in equal quarterly installments each year, to be paid quarterly in advance on the first day of each calendar quarter, except for the installment which would otherwise be payable on the first day of the first calendar quarter following the date hereof which shall instead be paid on the date hereof.
4.2 The Company shall reimburse the Consultant for all reasonable out-of-pocket expenses incurred in connection with the management advisory services to be provided by the Consultant hereunder, including, without limitation, reasonable travel, lodging and similar out-of-pocket costs reasonably incurred by it in connection with or in account of its performance of services for the Company hereunder. Reimbursement shall be made only upon presentation to the Company by the Consultant of reasonably itemized documentation therefor.
Compensation; Expense Reimbursement. In consideration for Consultant’s consulting and advisory service hereunder, SIBE shall pay Consultant an initial fee of $25,000, and a conditional bonus of $225,000, which bonus shall be payable only if and upon SIBE’s closing of permanent financing sufficient for the completion and operation of the Project. In addition, Consultant will be entitled to reimbursement of reasonable, ordinary and necessary expenses incurred by Consultant in rendering services hereunder; provided, however, that any expense in excess of One Hundred Dollars ($100) shall be subject to prior approval by SIBE.
Compensation; Expense Reimbursement. Except to the extent the Sponsor Designator may otherwise notify PubCo or as agreed in writing between the Sponsor Designator and PubCo, the Sponsor Designees shall be entitled to compensation and reimbursement of expenses but consistent with what is provided to other non-employee Directors. If PubCo adopts a policy that Directors own a minimum amount of equity in PubCo, the Sponsor Designees shall not be subject to such policy.
