Determination of the Transfer Fee Sample Clauses

Determination of the Transfer Fee. (a) The Transfer Fee is the amount equivalent to the present value, calculated at the Discount Rate, of the payment of the aggregate TOP Charges (ATPY) for the relevant Train ServicesService Types that would have been payable for the remainder of the Term if the Nominated Access Rights were not transferred but the End User did not operate the relevant Train Services (NPV Amount) less the amount which is the product of the NPV Amount and the Reduction Factor.assuming: (i) the Nominated Access Rights were not transferred; and (ii) the Train Services were not operated for the End User for a reason other than Aurizon Network Cause, (PV Amount) less the amount which is the product of the PV Amount and the Reduction Factor. (b) If Aurizon Network requires information about future events (for example, assumptions about Reference Train Services or Train Services) to calculate the Transfer Fee, then Aurizon Network: (i) may make reasonable assumptions about those future events so as to calculate the maximum amount of aggregate TOP Charges (ATPY) for the relevant Train Service Types that could potentially be payable, provided that: (A) if an Access Charge Rate is based on a Reference Tariff, Aurizon Network must not make assumptions about the amount of future Reference Tariffs applicable to that Access Charge Rate; and (B) if an Access Charge Rate has been determined in accordance with the pricing principles in Part 6 of the Access Undertaking, where there is not yet a Reference Tariff for the Access Charge Rate but it is reasonably anticipated by Aurizon Network that a Reference Tariff applicable to that Access Charge Rate will be made or approved, Aurizon Network may make reasonable assumptions about the amount of the anticipated Reference Tariff and the variation that Aurizon Network could make to that Access Charge Rate to apply in the future in accordance with schedule 4 (if applicable) when the anticipated Reference Tariff is made or approved; and (ii) may assume that each of the Access Charge Rates (as at the Transfer Date) will escalate, on each 1 July, at the rate of 2.5% per annum for the remainder of the Term; and (iii) must notify the End User of all assumptions made by Xxxxxxx Network under this clause 12.4(b) provided that nothing in this clause 12.4(b) requires Aurizon Network to breach any duty of confidentiality owed to a third party. (c) Where: (i) the Reduction Factor is calculated in accordance with clause 12.113.1(b); and (ii) the Reference Tari...
Sample 1See All (13)
AutoNDA by SimpleDocs
Determination of the Transfer Fee. 1. If the Storage Customer nominates quantities for withdrawal into the Dutch network of Gasunie Transport Services BV (GTS), which it allocated as part of the allocation in accordance with Article 1 point 1 to a Discounted Account, it must pay astora a transfer fee for such so-called transfer quantities. The amount of the respective transfer fee shall be calculated in accordance with the following system: a. The pricing shall be based on the maximum hourly working gas quantity determined in kWh/h for transfers between accounts on every Storage day in accordance with Article 3 point 1. b. For exit bookings, working gas quantities must be booked out from the respective Discounted Account and at the same time booked via the entry booking to the same extent to a Discounted Account relating to another market area. c. The transfer fee shall include i. an exit booking component ("AK") consisting of the difference between the highest annual exit fee of the transmission products generally available identified by the relevant network operator at the storage facility and the lowest annual exit fee of the transmission products generally available identified by the relevant network operator at that storage facility, and ii. an entry booking component ("EK"), consisting of the difference between the highest annual entry fee of the transmission products generally available identified by the relevant network operator at the storage facility and the lowest annual entry fee of the transmission products generally available identified by the relevant network operator at that storage facility. d. The AK must be divided by the number of days in the year and multiplied by the maximum hourly working gas quantity of the transfers between accounts in kWh/h on one Storage day in accordance with Article 4 point 1 and by a factor of 1.4. That then produces the supplementary payment amount Exit fee, in accordance with the following formula: e. The EK must be divided by the number of days in the year and multiplied by the maximum hourly working gas quantity of the transfers between accounts in kWh/h on one gas day in accordance with Article 4 point 1 and by a factor of 1.4. That then produces the supplementary payment amount Entry fee, in accordance with the following formula: NZBexit = supplementary payment amount Exit fee NZBentry = supplementary payment amount Entry fee AK = exit booking component [EUR/(kWh/h)/a] EK = entry booking component [EUR/(kWh/h)/a] dm = number of days of th...
Sample 1
Determination of the Transfer Fee. (1) VGS shall determine the gas quantities booked onto the customer’s Discounted Accounts and Undiscounted Accounts of the contract by the hour for each storage month and separately for each booking. (2) If a transfer shall be made between Discounted Accounts of different market areas in accordance with § 3, VGS shall be entitled to charge the customer a transfer fee. In the case of the transfer of working gas quantities from a Discounted Account of the market area GASPOOL to a Discounted Account of the Dutch transport network TTF, the transfer fee shall include a booking-out element in accordance with the following para.
Sample 1
Determination of the Transfer Fee. (1) VGS shall determine the gas quantities booked onto the customer’s Discounted Accounts and Undiscounted Accounts of the contract by the hour for each storage month and separately for each booking. (2) If a transfer shall be made between Discounted Accounts of different market areas in accordance with § 4 or § 5, section (3), sentence 1, VGS shall invoice to the customer a transfer fee in accordance with the following requirements: a. The pricing shall be based on the highest hourly value (in kWh) of the transfers of gas quantities between Discounted Accounts calculated on each gas day according to section (1) above. For the two Discounted Accounts allocated to the market area GASPOOL, the fee shall be calculated separately for each Discounted Account. b. The transfer fee shall include (i.) a booking-out element, consisting of the difference between the highest annual exit fee (per kWh/h) of the transport products available in principle and published by the respective adjacent network operator at the entry/exit point of the Xxxxx storage facility and the lowest annual exit fee (per kWh/h) of the transport products available in principle and published by the corresponding adjacent network operator at the entry/exit point of the Xxxxx storage facility, and
Sample 1
Determination of the Transfer Fee. 1. If the Storage Customer nominates quantities for withdrawal into the Dutch network of Gasunie Transport Services BV (GTS), which it allocated as part of the allocation in accordance with Article 1 point 1 to a Discounted Account, it must pay astora a transfer fee for such so-called transfer quantities. The amount of the respective transfer fee shall be calculated in accordance with the following system: a. The pricing shall be based on the maximum hourly working gas quantity determined in kWh/h for transfers between accounts on every Storage day in accordance with Article 3 point 1. b. For exit bookings, working gas quantities must be booked out from the respective Discounted Account and at the same time booked via the entry booking to the same extent to a Discounted Account relating to another market area. c. The transfer fee shall include i. an exit booking component ("AK") consisting of the difference between the highest annual exit fee of the transmission products generally available identified by the relevant network operator at the storage facility and the lowest annual exit fee of the transmission products generally available identified by the relevant network operator at that storage facility, and ii. an entry booking component ("EK"), consisting of the difference between the highest annual entry fee of the transmission products generally available identified by the relevant network operator at the storage facility and the lowest annual entry fee of the transmission products generally available identified by the relevant network operator at that storage facility. d. The AK must be divided by the number of days in the year and multiplied by the maximum hourly working gas quantity of the transfers between accounts in kWh/h on one Storage day in accordance with Article 4 point 1 and by a factor of 1.4. That then produces the supplementary payment amount Exit fee, in accordance with the following formula: = ∗ ∑ 1≤≤24 ∗ 1,4 =1 e. The EK must be divided by the number of days in the year and multiplied by the maximum hourly working gas quantity of the transfers between accounts in kWh/h on one gas day in accordance with Article 4 point 1 and by a factor of 1.4. That then produces the supplementary payment amount Entry fee, in accordance with the following formula: = ∗ ∑ 1≤≤24 ∗ 1,4 =1 NZBexit = supplementary payment amount Exit fee NZBentry = supplementary payment amount Entry fee AK = exit booking component [EUR/(kWh/h)/a] EK = entry booking component...
Sample 1

Related to Determination of the Transfer Fee

  • Determination of Applicable Interest Rate As soon as practicable on each Interest Rate Determination Date, Bank shall determine (which determination shall, absent manifest error in calculation, be final, conclusive and binding upon all parties) the interest rate that shall apply to the LIBOR Advances for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower.

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

  • Determination of Gross-Up Payment Subject to sub-paragraph (c) below, all determinations required to be made under this Section 6, including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by the firm of independent public accountants selected by the Company to audit its financial statements for the year immediately preceding the Change in Control (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Executive within 30 days after the date of the Executive's termination of employment. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required under this Section 6 (which accounting firm shall then be referred to as the "Accounting Firm"). All fees and expenses of the Accounting Firm in connection with the work it performs pursuant to this Section 6 shall be promptly paid by the Company. Any Gross-Up Payment shall be paid by the Company to the Executive within 5 days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"). In the event that the Company exhausts its remedies pursuant to sub-paragraph (c) below, and the Executive is thereafter required to make a payment of Excise Tax, the Accounting Firm shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be paid by the Company to the Executive within 5 days after such determination. Amended and Restated Change in Control Agreement

  • Allocation of the Purchase Price (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a).

  • Determination of One-Month LIBOR Pursuant to the terms of the Global Agency Agreement, the Global Agent shall calculate the Class Coupons for the applicable Classes of Notes (including MAC Notes on which the Exchange Administrator has directed the Global Agent to make payments) for each Accrual Period (after the first Accrual Period) on the applicable LIBOR Adjustment Date. U.S. dollar deposits with a maturity of one month set by ICE Benchmark Administration Limited (“ICE”) as of 11:00 a.m. (London time) on the LIBOR Adjustment Date (the “ICE Method”). ICE’s Interest Settlement Rates are currently displayed on Bloomberg L.P.’s page “BBAM.” That page, or any other page that may replace page BBAM on that service or any other service that ICE nominates as the information vendor to display the ICE’s Interest Settlement Rates for deposits in U.S. dollars, is a “Designated Page.” ICE’s Interest Settlement Rates currently are rounded to five decimal places. If ICE’s Interest Settlement Rate does not appear on the Designated Page as of 11:00 a.m. (London time) on a LIBOR Adjustment Date, or if the Designated Page is not then available, One-Month LIBOR for that date will be the most recently published Interest Settlement Rate. If ICE no longer sets an Interest Settlement Rate, Xxxxxxx Mac will designate an alternative index that has performed, or that Xxxxxxx Mac (or its agent) expects to perform, in a manner substantially similar to ICE’s Interest Settlement Rate.

  • Selection of Reviewing Party; Change in Control If there has not been a Change in Control, any Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), any Reviewing Party with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnification of Expenses under this Agreement or any other agreement or under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect, or under any other applicable law, if desired by Indemnitee, shall be Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be entitled to be indemnified hereunder under applicable law and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the Company shall not be required to pay Expenses of more than one Independent Legal Counsel in connection with all matters concerning a single Indemnitee, and such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising under this Agreement.

  • Determination of Purchase Price The Securities Administrator will be responsible for determining the Purchase Price for any Mortgage Loan that is sold by the Trust or with respect to which provision is made for the escrow of funds pursuant to this Section 2.03 and shall at the time of any purchase or escrow certify such amounts to the Depositor; provided that the Securities Administrator may consult with the Servicer to determine the Purchase Price unless the Servicer is the Purchaser of such Mortgage Loan. If, for whatever reason, the Securities Administrator shall determine that there is a miscalculation of the amount to be paid to the Trust, the Securities Administrator shall from monies in a Distribution Account return any overpayment that the Trust received as a result of such miscalculation to the applicable Purchaser upon the discovery of such overpayment, and the Securities Administrator shall collect from the applicable Purchaser for deposit to the Securities Account any underpayment that resulted from such miscalculation upon the discovery of such underpayment. Recovery may be made either directly or by set-off of all or any part of such underpayment against amounts owed by the Trust to such Purchaser.

  • Termination Date Determination Seller will not designate the Termination Date (as defined in the Receivables Sale Agreement), or send any written notice to Originator in respect thereof, without the prior written consent of the Agent, except with respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of the Receivables Sale Agreement.

  • Determination of Consideration For purposes of this Subsection 4.4, the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Determination of Amount Outstanding On each Quarterly Date and, in addition, promptly upon the receipt by the Administrative Agent of a Currency Valuation Notice (as defined below), the Administrative Agent shall determine the aggregate Revolving Multicurrency Credit Exposure. For the purpose of this determination, the outstanding principal amount of any Loan that is denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent of the amount in the Foreign Currency of such Loan, determined as of such Quarterly Date or, in the case of a Currency Valuation Notice received by the Administrative Agent prior to 11:00 a.m., New York City time, on a Business Day, on such Business Day or, in the case of a Currency Valuation Notice otherwise received, on the first Business Day after such Currency Valuation Notice is received. Upon making such determination, the Administrative Agent shall promptly notify the Multicurrency Lenders and the Borrower thereof.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!