General Pricing Principles Sample Clauses

General Pricing Principles. In respect of the services provision under the Agreements to the Subsidiary by the CMG Connected Persons, the services team of the Subsidiary has obtained at least two fee quotes from the Independent Third Parties offering similar services to determine if the fees and terms offered by the CMG Connected Persons are fair and reasonable and around the ranges of those quotes offered by the Independent Third Parties. The services team of the Group has also taken into consideration some independent market data for similar services to ensure that the service fees of these services are at the prevailing market rate. It is the responsibility for the services team of the Group to ensure that the terms of the Agreements are no less favourable than those terms offered by the CMG Connected Persons to the Independent Third Parties. After all the foregoing analyzes, the services team of the Group submitted the proposed services fees and terms of the Agreements to the management of the Company for approval. The finance department of the Company monitors the actual transaction amounts against any excess of the approved annual caps, and the Company engages the auditors of the Company to conduct an annual review of the continuing connected transactions of the Company to assess whether such transactions have been carried out in accordance with the relevant terms of the agreement entered into by the Company. The independent non- executive Directors conducts an annual review of the implementation and enforcement of the continuing connected transactions. CMG wholly owns the Parent Company which is the controlling shareholder of the Company interested in approximately 68.25% of all the issued shares of the Company as at the date of the Agreements and therefore a connected person of the Company under Chapter 14A of the Listing Rules. Each of the CMG Connected Persons (except the Fifth Connected Person) is a subsidiary of CMG and the Fifth Connected Person is held as to more than 30% equity interest by a subsidiary of CMG, and is therefore an associate of a connected person of the Company. Accordingly, the transactions contemplated under the Agreements constitute continuing connected transactions of the Company. As all of the applicable percentage ratios as defined under Rule 14.07 of the Listing Rules for the annual caps under the Agreements when aggregated with the Other Services exceed 0.1% but all of them are less than 5%, the Agreements are subject to the reporting and announc...
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General Pricing Principles. The following principles shall apply to determining all Transfer Prices hereunder: (a) Unless the parties otherwise agree in writing, the Transfer Prices paid by GMOL to Seneca for Acceptable Cases of Products shall be *, and shall be calculated separately for each type of Product (identified by SKU), all as further described in this Article III. (b) Standard Costs for each type of Product (identified by SKU) shall be based upon Seneca’s good faith estimates (as determined in accordance with the Accounting Procedures) of the Fully Allocated Costs prior to the start of each Fiscal Year based on (i) the prior Fiscal Year’s Fully Allocated Costs (as adjusted for inflation and reasonable projections of future costs) for such Product, (ii) the Final Pack Plan and (iii) the Seneca Projection for such Fiscal Year. On or before April 1st of each Fiscal Year, Seneca shall provide the Standard Costs for each Product (identified by SKU) for the Fiscal Year. (c) As soon as is reasonably practicable, the Fully Allocated Costs of a Product (identified by SKU) shall replace the Standard Cost in the Transfer Price for such Product. (d) On or before May 31 of the following Fiscal Year, the parties shall calculate the actual amount of Acceptable Cases of each Product (identified by SKU) produced and the actual Transfer Price therefor in the immediately preceding Fiscal Year, and reconcile the overpayments or underpayments made during the preceding Fiscal Year in the manner set forth in Section 3.6(c) hereof. (e) All frozen vegetable Products (and other vegetable products sourced from unaffiliated third parties) produced at any Plant shall be converted to Standard Cases in accordance with the Conversion Schedule. All other Products that are not packaged in standard-sized cans of 300 x 407 dimensions shall also be converted into Standard Cases in accordance with the terms of the Conversion Schedule. (f) All Fully Allocated Cost factors shall be determined from the books and records of Seneca maintained in accordance with US GAAP, as more specifically described in the Accounting Procedures.
General Pricing Principles 

Related to General Pricing Principles

  • Operating Principles During the Term of a Site, Tower Operator shall manage, operate and maintain such Site (including with respect to the entry into, modification, amendment, extension, expiration, termination, structuring and administration of Ground Leases and Collocation Agreements related thereto), (i) in the ordinary course of business, (ii) in compliance with applicable Law in all material respects, (iii) in a manner consistent in all material respects with the manner in which Tower Operator manages, operates and maintains its portfolio of telecommunications tower sites and (iv) in a manner that shall not be less than the general standard of care in the tower industry. Without limiting the generality of the foregoing, during the Term of a Site, except as expressly permitted by the terms of this Agreement, Tower Operator shall not without the prior written consent of the AT&T Lessors (A) manage, operate or maintain such Site in a manner that would (x) diminish the expected residual value of such Site in any material respect or shorten the expected remaining economic life of such Site, in each case determined as of the expiration of the Term of such Site, or (y) cause such Site or a substantial portion of such Site to become “limited use property” within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156 (except, in the case of this clause (y), as required by applicable Law or any Governmental Authority), (B) structure any related Ground Lease in a manner such that the amounts payable thereunder are above fair market value during any period following or upon the expiration of the Term of such Site (without regard to any amounts payable prior to the expiration of the Term of such Site) or (C) structure any related Collocation Agreement in a manner such that the amounts payable thereunder are structured on an initial lump-sum basis (if such amounts payable are not capital contributions or other upfront payments for capital improvements to a Site related to the use of such Site by the collocator under such Collocation Agreement) or are otherwise less than fair market value during any period following or upon expiration of the Term of such Site (without regard to any amounts payable prior to the expiration of the Term of such Site), in each case unless otherwise expressly authorized by the terms and conditions of this Agreement and the Transaction Documents.

  • Basic Principles The Electrical Contractor and the Union have a common and sympathetic interest in the Electrical Industry. Therefore, a working system and harmonious relations are necessary to improve the relationship between the Employer, the Union and the Public. Progress in industry demands a mutuality of confidence between the Employer and the Union. All will benefit by continuous peace and by adjusting any differences by rational common-sense methods.

  • Funding Principles A Party which spends less than its allocated share of the Consortium Budget will be funded in accordance with its actual duly justified eligible costs only. A Party that spends more than its allocated share of the Consortium Budget will be funded only in respect of duly justified eligible costs up to an amount not exceeding that share.

  • Guiding Principles This Agreement shall create a liberal, facilitative, transparent and competitive investment environment in ASEAN by adhering to the following principles: (a) provide for investment liberalisation, protection, investment promotion and facilitation; (b) progressive liberalisation of investment with a view towards achieving a free and open investment environment in the region; (c) benefit investors and their investments based in ASEAN; (d) maintain and accord preferential treatment among Member States; (e) no back-tracking of commitments made under the AIA Agreement and the ASEAN IGA; (f) grant special and differential treatment and other flexibilities to Member States depending on their level of development and sectoral sensitivities; (g) reciprocal treatment in the enjoyment of concessions among Member States, where appropriate; and (h) accommodate expansion of scope of this Agreement to cover other sectors in the future.

  • Governing Principles 1. The implementation of this Memorandum of Understanding shall in all aspects be governed by the Regulation and subsequent amendments thereof. 2. The objectives of the EEA Financial Mechanism 2014-2021 shall be pursued in the framework of close co-operation between the Donor States and the Beneficiary State. The Parties agree to apply the highest degree of transparency, accountability and cost efficiency as well as the principles of good governance, partnership and multi-level governance, sustainable development, gender equality and equal opportunities in all implementation phases of the EEA Financial Mechanism 2014-2021. 3. The Beneficiary State shall take proactive steps in order to ensure adherence to these principles at all levels involved in the implementation of the EEA Financial Mechanism 2014-2021. 4. No later than 31/12/2020, the Parties to this Memorandum of Understanding shall review progress in the implementation of this Memorandum of Understanding and thereafter agree on reallocations within and between the programmes, where appropriate. The conclusion of this review shall be taken into account by the National Focal Point when submitting the proposal on the reallocation of the reserve referred to in Article 1.11 of the Regulation.

  • General Principles Each Party shall implement its tasks in accordance with the Consortium Plan and shall bear sole responsibility for ensuring that its acts within the Project do not knowingly infringe third party property rights.

  • Cost Principles The Subrecipient shall administer its program in conformance with 2 CFR Part 200, et al; (and if Subrecipient is a governmental or quasi-governmental agency, the applicable sections of 24 CFR 85, “Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments,”) as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis.

  • Accounting Principles Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, the same shall be done in accordance with GAAP, to the extent applicable, except where such principles are inconsistent with the requirements of this Agreement.

  • Generally Accepted Accounting Principles Wherever in this Agreement reference is made to generally accepted accounting principles, such reference shall be deemed to be the recommendations at the relevant time of the Canadian Institute of Chartered Accountants, or any successor institute, applicable on a consolidated basis (unless otherwise specifically provided herein to be applicable on an unconsolidated basis) as at the date on which a calculation is made or required to be made in accordance with generally accepted accounting principles. Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made for the purpose of this Agreement or any document, such determination or calculation shall, to the extent applicable and except as otherwise specified herein or as otherwise agreed in writing by the parties, be made in accordance with generally accepted accounting principles applied on a consistent basis.

  • Applicable Principles Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amount.

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