FEES AND EXPENSES 7. 費 用 及 開 支
FEES AND EXPENSES 7. 1 Annual Fee 7.1.1 CE LLC, on behalf of the Service Recipients, hereby agrees to pay, during the term of this Agreement, the Annual Fee. The Annual Fee shall be pro-rated and paid quarterly in arrears. 7.1.2 The Annual Fee will not be reduced by the amount of (i) any fees for Operational and Other Services that are paid or payable by any member of the YieldCo Group to any member of the Manager Group under a separate agreement or (ii) any Transaction Fees. 7.1.3 Notwithstanding Section 7.1.2, the Annual Fee will be offset against the Annual Fee (as defined in the Corresponding MSA) payable under the Corresponding MSA. 7.1.4 The Parties shall renegotiate the Annual Fee, as well as the Annual Fee (as defined in the Corresponding MSA) upon any of the following events (each, a “Transformational Event”): 7.1.4.1 If CWEN or the Manager enters or exits a material business segment (e.g., solar, wind, conventional) that, in the reasonable opinion of the CEO of both CWEN and the Manager, would have a material impact on either party on providing those services; 7.1.4.2 If CWEN or the Manager enters into a transformative transaction, as defined by a platform acquisition or an aggregate change in over 20% of the net MW of CWEN that, in the reasonable opinion of the CEO of both CWEN and the Manager, would have a material impact on either party on providing those services; 7.1.4.3 If there are additional material modifications such as regulatory changes or pressures on public company auditing or reporting requiring CWEN or the Manager to change their services listed in Appendix A (e.g., additional actions across cybersecurity or emissions reporting); or 7.1.4.4 If there are additional requests from sponsors requiring CWEN or the Manager to change their services listed in Appendix A (e.g., changes in IFRS requirements). In the case of a Transformational Event, the CEOs of the Manager and CWEN (or their appointed designees) shall renegotiate in good faith and on commercially reasonable terms over a period of 60 days after closing, the Net Fees Due taking into account: i) market prices to provide such Services; ii) facts and circumstances related to the new state of the business.
FEES AND EXPENSES 7. 1 Annual Fee 7.1.1 CEG, on behalf of the Service Recipients, hereby agrees to pay, during the term of this Agreement, the Annual Fee. The Annual Fee shall be pro-rated and paid quarterly in arrears. 7.1.2 The Annual Fee will not be reduced by the amount of (i) any fees for Operational and Other Services that are paid or payable by any member of the CEG Group to any member of the Manager Group under a separate agreement or (ii) any Transaction Fees. 7.1.3 Notwithstanding Section 7.1.2, the Annual Fee will be offset against the Annual Fee (as defined in the Corresponding MSA) payable under the Corresponding MSA. 7.1.4 The Parties shall renegotiate the Annual Fee, as well as the Annual Fee (as defined in the Corresponding MSA) upon any of the following events (each, a “Transformational Event”): 7.1.4.1 If CEG or the Manager enters or exits a material business segment (e.g., solar, wind, conventional) that, in the reasonable opinion of the CEO of both CEG and the Manager, would have a material impact on either party on providing those services; 7.1.4.2 If CEG or the Manager enters into a transformative transaction, as defined by a platform acquisition, in the reasonable opinion of the CEO of both CEG and the Manager, would have a material impact on either party on providing those services; 7.1.4.3 If there are additional material modifications such as regulatory changes or pressures on public company auditing or reporting requiring CEG or the Manager to change their services listed in Appendix A (e.g., additional actions across cybersecurity or emissions reporting); or
FEES AND EXPENSES 7. 1 Annual Fee 7.1.1 As consideration for the Manager Group’s provision of the Services, CE LLC, on behalf of the Service Recipients, hereby agrees to pay, during the term of this Agreement, the Annual Fee to reflect the costs incurred by the Manager Group in providing such Services (other than those costs which are excluded from the Annual Fee pursuant to Section 7.5). The Annual Fee shall be pro-rated and paid quarterly in arrears.
