FEES, EXPENDITURE AND SETTLEMENT ARRANGEMENT. 4.1 In consideration for the services provided by KWHK under this Agreement, KWHK shall be entitled to: (a) a monthly fee (“the Lease Management Fee”) equivalent to the aggregate of: (i) 5.5% of gross revenue received by the Owner in the relevant preceding month, excluding any actual income generated from warrant business operated in the Building and received by the Owner (“Warrant Income”) (if any) in the relevant preceding month; and (ii) 15% of Warrant Income (if any) of the relevant preceding month; (b) a monthly fee at the rate of 10% of the actual management expenses of the relevant preceding month (“the Building Manager Fee”); and (c) monthly reimbursement of the estate agent commissions incurred by KWHK for the relevant preceding month and approved by the Owner in advance on an “at-cost basis”. For the avoidance of doubt, if the part of this Agreement relating to the provision of Building Management Services under Clause 3.1 is terminated by the Owner pursuant to Clause 5, the Building Manager Fee for the period after termination of the Building Management Services shall cease to be payable upon the said termination. 4.2 On the 25th day of each calendar month (or, if it is not a business day, then the immediately following business day), KWHK shall pay to the Owner the gross revenue of the relevant preceding month after deducting the Lease Management Fee, the Building Manager Fee, the estate agent commissions (if any) and the Owner’s Other Outgoings and Expenses (as hereinafter defined) (if any) of the relevant preceding month in accordance with the terms of this Agreement. 4.3 If the gross revenue of the relevant preceding month is insufficient to cover the Lease Management Fee, the Building Manager Fee, the Owner’s Other Outgoings and Expenses (if any) and the estate agent commissions (if any), the Owner shall make up the shortfall in full within 14 days of demand by KWHK. 4.4 [Intentionally deleted] 4.5 [Intentionally deleted]
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Samples: Building Management, Leasing Management, Operation of Warehouse Facilities and Other Related Services Agreement, Building Management, Leasing Management, Operation of Warehouse Facilities and Other Related Services Agreement
FEES, EXPENDITURE AND SETTLEMENT ARRANGEMENT. 4.1 In consideration for the services provided by KWHK under this Agreement, KWHK shall be entitled to:
(a) a monthly fee (“the Lease Management Fee”) equivalent to the aggregate of:
(i) 5.52% of gross revenue received by one-twelfth of the Owner Guaranteed GR (as hereinafter defined), which shall be calculated in accordance with the relevant preceding month, excluding following formula:
(ii) 15% of any actual income generated from warrant business operated in the Building and received by the Owner (“Warrant Income”) (if any) of the preceding month in the relevant preceding month; and
event the occupancy of the Building (ii) 15% in terms of Warrant Income (if anygross floor area) of the relevant preceding monthmonth exceeds or is equal to 60% (“Guaranteed Occupancy”) (for the avoidance of doubt, if the occupancy of the Building (in terms of gross floor area) of the preceding month falls below the Guaranteed Occupancy, all Warrant Income shall (as between the Owner and KWHK) belong to KWHK and shall be deducted from the gross revenue payable to the Owner as contemplated under Clause 4.2, and no fee will be payable by the Owner on the Warrant Income);
(b) a monthly fee at the rate of 10% of the actual management expenses of the relevant preceding month (“the Building Manager Fee”); and
(c) monthly reimbursement of the estate agent commissions incurred by KWHK for the relevant preceding month and approved by the Owner in advance on an “at-cost basis”, but only to the extent that the occupancy of the Building (in terms of gross floor area) at the time of signing of the relevant lease, tenancy agreement or licence exceeds or is equal to the Guaranteed Occupancy (for the avoidance of doubt, if the occupancy of the Building falls below the Guaranteed Occupancy at the time of signing of the relevant lease, tenancy agreement or licence, the relevant estate agent commission shall be borne by KWHK). For the avoidance of doubt, if the part of this Agreement relating to the provision of Building Management Services under Clause 3.1 is terminated by the Owner pursuant to Clause 5, the Building Manager Fee for the period after termination of the Building Management Services shall cease to be payable upon the said termination.
4.2 On the 25th day of each calendar month (or, if it is not a business day, then the immediately following business day), KWHK shall pay to the Owner the gross revenue of the relevant preceding month after deducting the Lease Management Fee, the Building Manager Fee, the estate agent commissions (if any) and ), the Owner’s Other Outgoings and Expenses (as hereinafter defined) (if any) and (in the event that the occupancy rate of the Building (in terms of gross floor area) of the preceding month falls below the Guaranteed Occupancy) all Warrant Income, in each case, of the relevant preceding month in accordance with the terms of this AgreementAgreement (“Monthly Yield”).
4.3 If the gross revenue of the relevant preceding month is insufficient to cover the Lease Management Fee, the Building Manager Fee, the Owner’s Other Outgoings and Expenses (if any) and the estate agent commissions (if any), the Owner shall make up the shortfall in full within 14 days of demand by KWHK.
4.4 [Intentionally deleted](a) If the actual gross revenue generated by the Building and received by the Owner in a financial year of the Owner (excluding Warrant Income) (with (i) the initial period commencing on the Commencement Date and (ii) the last period in the final financial year ending on the date of expiry or early termination of this Agreement apportioned according to the number of days in such period with reference to the relevant financial year) (“Actual GR”) is less than HK$151,000,000 (“Guaranteed GR”) (including warehouse rental, office rental and carpark rental, but not Warrant Income, all on a pro rata basis as aforesaid where applicable), KWHK shall pay to the Owner an amount equivalent to the Guaranteed GR minus the Actual GR annually (“GR Shortfall”). If the Actual GR exceeds the Guaranteed GR, then the Owner shall pay to KWHK a bonus equivalent to 5.5% of the difference between the Actual GR and the Guaranteed GR (“Bonus Fee”).
(b) Within 7 days after the audited accounts in respect of the Owner for the relevant financial year have been issued and made available by KWHK and approved as contemplated under Clause 3.4(c), KWHK should serve a written notice on the Owner containing its calculation of the amount of GR Shortfall payable to the Owner or the amount of Bonus Fee payable to KWHK (as the case may be) for the relevant financial year (“True Up Notice”). The payment of GR Shortfall or Bonus Fee (as the case may be) shall be effected within 21 days of:
(i) the service of the True Up Notice (if the Owner agrees with the amount of GR Shortfall or Bonus Fee (as the case may be)); or
(ii) agreement having been reached between the parties hereto on the amount of GR Shortfall or Bonus Fee (as the case may be) (if the Owner disagrees with the relevant amount and, in which case, the parties hereto shall use all reasonable endeavours to reach agreement thereon).
4.5 [Intentionally deleted]If KWHK exercises its right to renew pursuant to Clause 2.2, the parties agree to review the Guaranteed GR for the Renewed Management Term before the expiry of the Management Term, and that the Guaranteed GR for the Renewed Management Term shall be adjusted to reflect the then prevailing market rent that the Building may generate as at the time of such review, provided that in no event shall the Guaranteed GR for the Renewed Management Term be adjusted downward by over 15% or upward by over 15% of the Guaranteed GR of the Management Term. In the event that the parties fail to agree on the Guaranteed GR for the Renewed Management Term two (2) months prior to the end of the Management Term, the parties shall each appoint one independent property valuer of international repute to separately assess the then prevailing market rent of the Building as at the time of such review, and the Guaranteed GR for the Renewed Management Term shall be adjusted to the average of the 2 assessments made by the 2 independent property valuers. In the event the independent property valuers’ assessments are yet to be available by the commencement of the Renewed Management Term, KWHK shall continue to pay to the Owner the Monthly Yield with reference to the Guaranteed GR for the Management Term (for the purpose of calculating the Lease Management Fee payable) on account of such Guaranteed GR for the Renewed Management Term to be determined. Upon determination of the Guaranteed GR for the Renewed Management Term, the Guaranteed GR for the Renewed Management Term shall be effective from the commencement date of the Renewed Management Term and the parties shall make up / refund (as the case may be) any shortfall or excess of the Monthly Yield already paid by KWHK for the Renewed Management Term as and when the parties settle the difference between the Guaranteed GR and the Actual GR following the expiry of the current financial year of the Owner in accordance with Clause 4.4.
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FEES, EXPENDITURE AND SETTLEMENT ARRANGEMENT. 4.1 In consideration for the services provided by KWHK under this Agreement, KWHK shall be entitled to:
(a) a monthly fee equivalent to 2% of one-twelfth of the Guaranteed GR (as hereinafter defined) (“the Lease Management Fee”) equivalent to which shall be calculated in accordance with the aggregate of:
(i) 5.5% of gross revenue received by the Owner in the relevant preceding month, excluding any actual income generated from warrant business operated in the Building and received by the Owner (“Warrant Income”) (if any) in the relevant preceding month; following formula: and
(ii) 15% of Warrant Income (if any) of the relevant preceding month;
(b) a monthly fee at the rate of 10% (i) if KWHK does not exercise its right to renew pursuant to Clause 2.2, reimbursement of the actual management expenses of the relevant preceding month (“the Building Manager Fee”); and
(c) monthly reimbursement Owner’s share of the estate agent commissions incurred by KWHK (only in respect of Long Leases entered into during the Management Term with the Owner’s prior approval in accordance with Clause 3.2(a), the term of which expire after the expiry of the Management Term) and approved by the Owner in advance on an “at-cost basis”. The Owner’s share in respect of any such Long Lease is to be calculated by the relevant estate agent commissions payable on such Long Lease multiplied by the number of days within the term of such Long Lease that are extended beyond the Management Term, divided by the total number of days in the term of such Long Lease and shall be paid by the Owner to KWHK upon expiration of the Management Term; or
(ii) if KWHK exercises its right to renew pursuant to Clause 2.2:
(A) reimbursement of the Owner’s share of the estate agent commissions incurred by KWHK (only in respect of Long Leases entered into during the Management Term with the Owner’s prior approval in accordance with Clause 3.2(a), the term of which expire after the expiry of the Renewed Management Term) and approved by the Owner in advance on an “at-cost basis”. The Owner’s share in respect of any such Long Lease is to be calculated by the relevant estate agent commissions payable on such Long Lease multiplied by the number of days within the term of such Long Lease that are extended beyond the Renewed Management Term, divided by the total number of days in the term of such Long Lease, and shall be paid by the Owner to KWHK upon expiration of the Management Term; and
(B) monthly reimbursement of the Owner’s share of the estate agent commissions incurred by KWHK (only in respect of Long Leases extending beyond the Renewed Management Term entered into during the Renewed Management Term with the Owner’s prior approval in accordance with Clause 3.2(a)) for the relevant preceding month and approved by the Owner in advance on an “at-cost basis”. The Owner’s share in respect of any such Long Lease is to be calculated by the relevant estate agent commissions payable on such Long Lease multiplied by the number of days within the term of such Long Lease that are extended beyond the Renewed Management Term, divided by the total number of days in the term of such Long Lease, provided that, for the avoidance of doubt, the Owner shall not be required to reimburse any estate agent commissions incurred by KWHK in respect of any lease or tenancy (including without limitation any Long Lease) entered into during the Management Term, the term of which expires during the Renewed Management Term. For the avoidance of doubt, if the part of this Agreement relating to the provision of Building Management Services under Clause 3.1 is terminated by the Owner pursuant to Clause 5, the Building Manager Fee for the period after termination of the Building Management Services shall cease to be payable upon the said termination.
4.2 On the 25th day of each calendar month (or, if it is not a business day, then the immediately following business day), KWHK shall pay to the Owner the gross revenue of the relevant preceding month after deducting the Lease Management Fee, the Building Manager Fee, Owner’s share of the estate agent commissions (if any) and the Owner’s Other Outgoings and Expenses (as hereinafter defined) (if any) of the relevant preceding month in accordance with the terms of this AgreementAgreement (“Monthly Yield”).
4.3 If the gross revenue of the relevant preceding month is insufficient to cover the Lease Management Fee, the Building Manager Fee, the Owner’s Other Outgoings and Expenses (if any) and the Owner’s share of the estate agent commissions (if any), the Owner shall make up the shortfall in full within 14 days of demand by KWHK.
4.4 [Intentionally deleted](a) If the actual gross revenue generated by the Property and received by the Owner in a financial year of the Owner (including any actual income generated from warrant business operated in the Property and received by the Owner (“Warrant Income”)) (with (i) the initial period commencing on the Commencement Date and (ii) the last period in the final financial year ending on the date of expiry or early termination of this Agreement apportioned according to the number of days in such period with reference to the relevant financial year) (“Actual GR”) is less than HK$56,000,000 (“Guaranteed GR”) (including warehouse rental, office rental and Warrant Income, all on a pro rata basis as aforesaid where applicable), KWHK shall pay to the Owner an amount equivalent to the Guaranteed GR minus the Actual GR annually (“GR Shortfall”). If the Actual GR exceeds the Guaranteed GR, then the Owner shall pay to KWHK a bonus equivalent to 5.5% of the difference between the Actual GR and the Guaranteed GR (“Bonus Fee”).
(b) Within 7 days after the audited accounts in respect of the Owner for the relevant financial year have been issued and made available by KWHK and approved as contemplated under Clause 3.4(c), KWHK should serve a written notice on the Owner containing its calculation of the amount of GR Shortfall payable to the Owner or the amount of Bonus Fee payable to KWHK (as the case may be) for the relevant financial year (“True Up Notice”). The payment of GR Shortfall or Bonus Fee (as the case may be) shall be effected within 21 days of:
(i) the service of the True Up Notice (if the Owner agrees with the amount of GR Shortfall or Bonus Fee (as the case may be)); or
(ii) agreement having been reached between the parties hereto on the amount of GR Shortfall or Bonus Fee (as the case may be) (if the Owner disagrees with the relevant amount and, in which case, the parties hereto shall use all reasonable endeavours to reach agreement thereon).
4.5 [Intentionally deleted]If KWHK exercises its right to renew pursuant to Clause 2.2, the parties agree to review the Guaranteed GR for the Renewed Management Term before the expiry of the Management Term, and that the Guaranteed GR for the Renewed Management Term shall be adjusted to reflect the then prevailing market rent that the Property may generate as at the time of such review, provided that in no event shall the Guaranteed GR for the Renewed Management Term be adjusted downward by over 15% or upward by over 15% of the Guaranteed GR of the Management Term. In the event that the parties fail to agree on the Guaranteed GR for the Renewed Management Term two (2) months prior to the end of the Management Term, the parties shall each appoint one independent property valuer of international repute to separately assess the then prevailing market rent of the Property as at the time of such review, and the Guaranteed GR for the Renewed Management Term shall be adjusted to the average of the 2 assessments made by the 2 independent property valuers. In the event the independent property valuers’ assessments are yet to be available by the commencement of the Renewed Management Term, KWHK shall continue to pay to the Owner the Monthly Yield with reference to the Guaranteed GR for the Management Term (for the purpose of calculating the Lease Management Fee payable) on account of such Guaranteed GR for the Renewed Management Term to be determined. Upon determination of the Guaranteed GR for the Renewed Management Term, the Guaranteed GR for the Renewed Management Term shall be effective from the commencement date of the Renewed Management Term and the parties shall make up / refund (as the case may be) any shortfall or excess of the Monthly Yield already paid by KWHK for the Renewed Management Term as and when the parties settle the difference between the Guaranteed GR and the Actual GR following the expiry of the current financial year of the Owner in accordance with Clause 4.4.
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FEES, EXPENDITURE AND SETTLEMENT ARRANGEMENT. 4.1 In consideration for the services provided by KWHK under this Agreement, KWHK shall be entitled to:
(a) a monthly fee equivalent to 2% of one-twelfth of the Guaranteed GR (as hereinafter defined) (“the Lease Management Fee”) equivalent to which shall be calculated in accordance with the aggregate of:
(i) 5.5% of gross revenue received by the Owner in the relevant preceding month, excluding any actual income generated from warrant business operated in the Building and received by the Owner (“Warrant Income”) (if any) in the relevant preceding month; following formula: and
(ii) 15% of Warrant Income (if any) of the relevant preceding month;
(b) a monthly fee at the rate of 10% (i) if KWHK does not exercise its right to renew pursuant to Clause 2.2, reimbursement of the actual management expenses of the relevant preceding month (“the Building Manager Fee”); and
(c) monthly reimbursement Owner’s share of the estate agent commissions incurred by KWHK (only in respect of Long Leases entered into during the Management Term with the Owner’s prior approval in accordance with Clause 3.2(a), the term of which expire after the expiry of the Management Term) and approved by the Owner in advance on an “at-cost basis”. The Owner’s share in respect of any such Long Lease is to be calculated by the relevant estate agent commissions payable on such Long Lease multiplied by the number of days within the term of such Long Lease that are extended beyond the Management Term, divided by the total number of days in the term of such Long Lease and shall be paid by the Owner to KWHK upon expiration of the Management Term; or
(ii) if KWHK exercises its right to renew pursuant to Clause 2.2:
(A) reimbursement of the Owner’s share of the estate agent commissions incurred by KWHK (only in respect of Long Leases entered into during the Management Term with the Owner’s prior approval in accordance with Clause 3.2(a), the term of which expire after the expiry of the Renewed Management Term) and approved by the Owner in advance on an “at-cost basis”. The Owner’s share in respect of any such Long Lease is to be calculated by the relevant estate agent commissions payable on such Long Lease multiplied by the number of days within the term of such Long Lease that are extended beyond the Renewed Management Term, divided by the total number of days in the term of such Long Lease, and shall be paid by the Owner to KWHK upon expiration of the Management Term; and
(B) monthly reimbursement of the Owner’s share of the estate agent commissions incurred by KWHK (only in respect of Long Leases extending beyond the Renewed Management Term entered into during the Renewed Management Term with the Owner’s prior approval in accordance with Clause 3.2(a)) for the relevant preceding month and approved by the Owner in advance on an “at-cost basis”. The Owner’s share in respect of any such Long Lease is to be calculated by the relevant estate agent commissions payable on such Long Lease multiplied by the number of days within the term of such Long Lease that are extended beyond the Renewed Management Term, divided by the total number of days in the term of such Long Lease, provided that, for the avoidance of doubt, the Owner shall not be required to reimburse any estate agent commissions incurred by KWHK in respect of any lease or tenancy (including without limitation any Long Lease) entered into during the Management Term, the term of which expires during the Renewed Management Term. For the avoidance of doubt, if the part of this Agreement relating to the provision of Building Management Services under Clause 3.1 is terminated by the Owner pursuant to Clause 5, the Building Manager Fee for the period after termination of the Building Management Services shall cease to be payable upon the said termination.
4.2 On the 25th day of each calendar month (or, if it is not a business day, then the immediately following business day), KWHK shall pay to the Owner the gross revenue of the relevant preceding month after deducting the Lease Management Fee, the Building Manager Fee, Owner’s share of the estate agent commissions (if any) and the Owner’s Other Outgoings and Expenses (as hereinafter defined) (if any) of the relevant preceding month in accordance with the terms of this AgreementAgreement (“Monthly Yield”).
4.3 If the gross revenue of the relevant preceding month is insufficient to cover the Lease Management Fee, the Building Manager Fee, the Owner’s Other Outgoings and Expenses (if any) and the Owner’s share of the estate agent commissions (if any), the Owner shall make up the shortfall in full within 14 days of demand by KWHK.
4.4 [Intentionally deleted](a) If the actual gross revenue generated by the Property and received by the Owner in a financial year of the Owner (including any actual income generated from warrant business operated in the Property and received by the Owner (“Warrant Income”)) (with (i) the initial period commencing on the Commencement Date and (ii) the last period in the final financial year ending on the date of expiry or early termination of this Agreement apportioned according to the number of days in such period with reference to the relevant financial year) (“Actual GR”) is less than HK$1,400,000 (“Guaranteed GR”) (including warehouse rental, office rental and Warrant Income, all on a pro rata basis as aforesaid where applicable), KWHK shall pay to the Owner an amount equivalent to the Guaranteed GR minus the Actual GR annually (“GR Shortfall”). If the Actual GR exceeds the Guaranteed GR, then the Owner shall pay to KWHK a bonus equivalent to 5.5% of the difference between the Actual GR and the Guaranteed GR (“Bonus Fee”).
(b) Within 7 days after the audited accounts in respect of the Owner for the relevant financial year have been issued and made available by KWHK and approved as contemplated under Clause 3.4(c), KWHK should serve a written notice on the Owner containing its calculation of the amount of GR Shortfall payable to the Owner or the amount of Bonus Fee payable to KWHK (as the case may be) for the relevant financial year (“True Up Notice”). The payment of GR Shortfall or Bonus Fee (as the case may be) shall be effected within 21 days of:
(i) the service of the True Up Notice (if the Owner agrees with the amount of GR Shortfall or Bonus Fee (as the case may be)); or
(ii) agreement having been reached between the parties hereto on the amount of GR Shortfall or Bonus Fee (as the case may be) (if the Owner disagrees with the relevant amount and, in which case, the parties hereto shall use all reasonable endeavours to reach agreement thereon).
4.5 [Intentionally deleted]If KWHK exercises its right to renew pursuant to Clause 2.2, the parties agree to review the Guaranteed GR for the Renewed Management Term before the expiry of the Management Term, and that the Guaranteed GR for the Renewed Management Term shall be adjusted to reflect the then prevailing market rent that the Property may generate as at the time of such review, provided that in no event shall the Guaranteed GR for the Renewed Management Term be adjusted downward by over 15% or upward by over 15% of the Guaranteed GR of the Management Term. In the event that the parties fail to agree on the Guaranteed GR for the Renewed Management Term two (2) months prior to the end of the Management Term, the parties shall each appoint one independent property valuer of international repute to separately assess the then prevailing market rent of the Property as at the time of such review, and the Guaranteed GR for the Renewed Management Term shall be adjusted to the average of the 2 assessments made by the 2 independent property valuers. In the event the independent property valuers’ assessments are yet to be available by the commencement of the Renewed Management Term, KWHK shall continue to pay to the Owner the Monthly Yield with reference to the Guaranteed GR for the Management Term (for the purpose of calculating the Lease Management Fee payable) on account of such Guaranteed GR for the Renewed Management Term to be determined. Upon determination of the Guaranteed GR for the Renewed Management Term, the Guaranteed GR for the Renewed Management Term shall be effective from the commencement date of the Renewed Management Term and the parties shall make up / refund (as the case may be) any shortfall or excess of the Monthly Yield already paid by KWHK for the Renewed Management Term as and when the parties settle the difference between the Guaranteed GR and the Actual GR following the expiry of the current financial year of the Owner in accordance with Clause 4.4.
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