License Fees. As consideration for the license granted herein, Licensee shall pay to DJI Opco a license fee for each series of the Product equal to the greater of twenty five hundred dollars ($2,500) or five basis points (0.05%) of the aggregate daily liquidation value of transactional sales (specifically excluding fee-based sales) made during the primary offering period of such series (the “License Fee”) (which fee is a Product cost that Licensee expects the Product to reimburse pursuant to the applicable trust indenture). The License Fee shall be paid on a one-time basis on or before the 15th day of the second month after the close of the primary offering period. DJI Opco acknowledges that (a) Licensee may at any time determine that it does not wish to go forward with a primary offering of the Product and, if it so determines, Licensee shall not be responsible for the payment of any License Fee under this Agreement, (b) Licensee may delay the deposit date for a Product in its discretion, and (c) Licensee has full authority to determine the length of any offering period, and may shorten or lengthen such offering period for any reason in its sole discretion. A report detailing (i) the aggregate daily liquidation value of transactional sales during the primary offering period for each Product and (ii) any excluded fee-based sales will be provided by Guggenheim to DJI Opco within ten (10) days after the Product moves to the secondary market. Licensee shall send such report to xxxxxxxxxxxxxx@xxxxx.xxx. All amounts will be paid in cash and will be non-refundable. All amounts are stated in U.S. Dollars (at the applicable exchange rate prevailing at the time payment is due, as published in The Wall Street Journal). All amounts in the License Agreement (including, without limitation, any Schedules hereto) are stated net of any taxes (i.e., the amount stated is the amount to be received by DJI Opco after payment of any sales, distribution, use or similar taxes). Licensee shall pay any taxes, fees and similar governmental charges related to the execution or performance of this Agreement, other than taxes on DJI Opco’s net income. The terms hereof shall be deemed "Confidential Information" for purposes of Section 7(b) of the License Agreement.
Appears in 10 contracts
Samples: Guggenheim Defined Portfolios, Series 2394, Guggenheim Defined Portfolios, Series 2280, Guggenheim Defined Portfolios, Series 2258
License Fees. As consideration for the license granted herein, Licensee shall pay to DJI Opco a license fee for each series of the Product equal to the greater of twenty five hundred dollars ($2,500) or five basis points (0.05%) of the aggregate daily liquidation value of transactional sales (specifically excluding fee-based sales) made during the primary offering period of such series (the “License Fee”) (which fee is a Product cost that Licensee expects the Product to reimburse pursuant to the applicable trust indenture). The License Fee shall be paid on a one-time basis on or before the 15th day of the second month after the close of the primary offering period. DJI Opco acknowledges that (a) Licensee may at any time determine that it does not wish to go forward with a primary offering of the Product and, if it so determines, Licensee shall not be responsible for the payment of any License Fee under this Agreement, (b) Licensee may delay the deposit date for a Product in its discretion, and (c) Licensee has full authority to determine the length of any offering period, and may shorten or lengthen such offering period for any reason in its sole discretion. A report detailing (i) the aggregate daily liquidation value of transactional sales during the primary offering period for each Product and (ii) any excluded fee-based sales will be provided by Guggenheim to DJI Opco within ten (10) days after the Product moves to the secondary market. Licensee shall send such report to xxxxxxxxxxxxxx@xxxxx.xxxixxxxxxxxxxxxx@xxxxx.xxx. All amounts will be paid in cash and will be non-refundable. All amounts are stated in U.S. Dollars (at the applicable exchange rate prevailing at the time payment is due, as published in The Wall Street Journal). All amounts in the License Agreement (including, without limitation, any Schedules hereto) are stated net of any taxes (i.e., the amount stated is the amount to be received by DJI Opco after payment of any sales, distribution, use or similar taxes). Licensee shall pay any taxes, fees and similar governmental charges related to the execution or performance of this Agreement, other than taxes on DJI Opco’s net income. The terms hereof shall be deemed "Confidential Information" for purposes of Section 7(b) of the License Agreement.
Appears in 8 contracts
Samples: Guggenheim Defined Portfolios, Series 2410, Guggenheim Defined Portfolios, Series 2372, Guggenheim Defined Portfolios, Series 2350
License Fees. As consideration Licensee agrees to pay the License Fees and all other fees set forth in this Agreement, which are priced in U.S. dollars and shall be paid in U.S. dollars. Licensee’s obligation to pay such fees shall begin on the Start Date. In addition to anything set forth herein, CoStar may: (a) on each anniversary of the last day of the calendar month in which the Start Date occurred, increase the License Fees by a percentage equal to the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) for the license granted hereinprevious twelve months; and (b) at any time during a Renewal Term increase the License Fees or charge other fees for any portion of the Licensed Product or service provided by CoStar, provided, that if Licensee does not agree to the increase or charge implemented solely under this Section 5(b), then Licensee may give CoStar written notice of termination within sixty (60) days of CoStar’s notice of such increase or charge, in which case Licensee shall continue to pay the License Fees in place before the proposed increase or charge until the last day of the calendar month in which Licensee’s notice of termination is delivered, and this Agreement shall terminate with respect to such portion of the Licensed Product on such date. All fees shall be billed in advance in accordance with the billing cycle identified herein and are due net fifteen days. All payments received after the due date will incur a late payment charge from such due date until paid at a rate equal to the lesser of 1.5% per month or the maximum rate permitted under applicable law. In all cases, the amount of License Fees shall be paid by Licensee to CoStar in full without any right of set-off or deduction. CoStar may accept any payment without prejudice to its rights to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any check, payment, or elsewhere will be construed as an accord or satisfaction. The License Fees do not include sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Licensed Products. CoStar shall not be bound to use third party payment vendors, and any fees charged by such vendors shall be added to the License Fees payable hereunder. At CoStar’s option, Licensee shall pay such taxes or fees directly or pay to DJI Opco a license fee for each series of the Product equal to the greater of twenty five hundred dollars ($2,500) CoStar any such taxes or five basis points (0.05%) of the aggregate daily liquidation value of transactional sales (specifically excluding fee-based sales) made during the primary offering period of such series (the “License Fee”) (which fee is a Product cost that Licensee expects the Product to reimburse pursuant to the applicable trust indenture). The License Fee shall be paid on a one-time basis on or before the 15th day of the second month after the close of the primary offering period. DJI Opco acknowledges that (a) Licensee may at any time determine that it does not wish to go forward with a primary offering of the Product and, if it so determines, Licensee shall not be responsible for the payment of any License Fee under this Agreement, (b) Licensee may delay the deposit date for a Product in its discretion, and (c) Licensee has full authority to determine the length of any offering period, and may shorten or lengthen such offering period for any reason in its sole discretion. A report detailing (i) the aggregate daily liquidation value of transactional sales during the primary offering period for each Product and (ii) any excluded fee-based sales will be provided fees immediately upon invoicing by Guggenheim to DJI Opco within ten (10) days after the Product moves to the secondary market. Licensee shall send such report to xxxxxxxxxxxxxx@xxxxx.xxx. All amounts will be paid in cash and will be non-refundable. All amounts are stated in U.S. Dollars (at the applicable exchange rate prevailing at the time payment is due, as published in The Wall Street Journal). All amounts in the License Agreement (including, without limitation, any Schedules hereto) are stated net of any taxes (i.e., the amount stated is the amount to be received by DJI Opco after payment of any sales, distribution, use or similar taxes). Licensee shall pay any taxes, fees and similar governmental charges related to the execution or performance of this Agreement, other than taxes on DJI Opco’s net income. The terms hereof shall be deemed "Confidential Information" for purposes of Section 7(b) of the License AgreementCoStar.
Appears in 3 contracts
Samples: Terms and Conditions, www.costar.com, www.costar.com
License Fees. As consideration Licensee agrees to pay the License Fees and all other fees set forth in this Agreement, which are priced in U.S. dollars and shall be paid in U.S. dollars (the “License Fees”). Licensee’s obligation to pay such fees shall begin on the Start Date. In addition to anything set forth herein, CoStar may: (a) on each anniversary of the last day of the calendar month in which the Start Date occurred, increase the License Fees by a percentage equal to the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) for the license granted hereinprevious twelve months; and (b) at any time during a Renewal Term increase the License Fees or charge other fees for any portion of the Licensed Product or service provided by CoStar, provided, that if Licensee does not agree to the increase or charge implemented solely under this Section 5(b), then Licensee may give CoStar written notice of termination within sixty (60) days of CoStar’s notice of such increase or charge, in which case Licensee shall continue to pay the License Fees in place before the proposed increase or charge until the last day of the calendar month in which Licensee’s notice of termination is delivered, and this Agreement shall terminate with respect to such portion of the Licensed Product on such date. All fees shall be billed in advance in accordance with the billing cycle identified herein and are due net fifteen days. All payments received after the due date will incur a late payment charge from such due date until paid at a rate equal to the lesser of 1.5% per month or the maximum rate permitted under applicable law. In all cases, the amount of License Fees shall be paid by Licensee to CoStar in full without any right of set-off or deduction. CoStar may accept any payment without prejudice to its rights to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any check, payment, or elsewhere will be construed as an accord or satisfaction. The License Fees do not include sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Licensed Products. CoStar shall not be bound to use third party payment vendors, and any fees charged by such vendors shall be added to the License Fees payable hereunder. At CoStar’s option, Licensee shall pay such taxes or fees directly or pay to DJI Opco a license fee for each series of the Product equal to the greater of twenty five hundred dollars ($2,500) CoStar any such taxes or five basis points (0.05%) of the aggregate daily liquidation value of transactional sales (specifically excluding fee-based sales) made during the primary offering period of such series (the “License Fee”) (which fee is a Product cost that Licensee expects the Product to reimburse pursuant to the applicable trust indenture). The License Fee shall be paid on a one-time basis on or before the 15th day of the second month after the close of the primary offering period. DJI Opco acknowledges that (a) Licensee may at any time determine that it does not wish to go forward with a primary offering of the Product and, if it so determines, Licensee shall not be responsible for the payment of any License Fee under this Agreement, (b) Licensee may delay the deposit date for a Product in its discretion, and (c) Licensee has full authority to determine the length of any offering period, and may shorten or lengthen such offering period for any reason in its sole discretion. A report detailing (i) the aggregate daily liquidation value of transactional sales during the primary offering period for each Product and (ii) any excluded fee-based sales will be provided fees immediately upon invoicing by Guggenheim to DJI Opco within ten (10) days after the Product moves to the secondary market. Licensee shall send such report to xxxxxxxxxxxxxx@xxxxx.xxx. All amounts will be paid in cash and will be non-refundable. All amounts are stated in U.S. Dollars (at the applicable exchange rate prevailing at the time payment is due, as published in The Wall Street Journal). All amounts in the License Agreement (including, without limitation, any Schedules hereto) are stated net of any taxes (i.e., the amount stated is the amount to be received by DJI Opco after payment of any sales, distribution, use or similar taxes). Licensee shall pay any taxes, fees and similar governmental charges related to the execution or performance of this Agreement, other than taxes on DJI Opco’s net income. The terms hereof shall be deemed "Confidential Information" for purposes of Section 7(b) of the License AgreementCoStar.
Appears in 3 contracts
Samples: Costar Terms and Conditions, Costar Terms and Conditions, Costar Terms and Conditions
License Fees. As consideration Licensee agrees to pay the License Fees and all other fees set forth in this Agreement, which are priced in G.B. Pounds and shall be paid in G.B. Pounds (the “License Fees”). Licensee’s obligation to pay such fees shall begin on the Start Date. Licensee may choose to receive invoices for the license granted License Fees by email, regular mail or both. In addition to anything set forth herein, CoStar may: (a) on each anniversary of the last day of the calendar month in which the Start Date occurred, increase the License Fees by a percentage equal to the percentage increase in the Consumer Price Index as published by the UK's Office for National Statistics for the previous twelve months; and (b) at any time during a Renewal Term increase the License Fees or charge other fees for any portion of the Licensed Product or service provided by CoStar, provided, that if Licensee does not agree to the increase or charge implemented solely under this Section 5(b), then Licensee may give CoStar written notice of termination within sixty (60) days of CoStar’s notice of such increase or charge, in which case Licensee shall continue to pay the License Fees in place before the proposed increase or charge until the last day of the calendar month in which Licensee’s notice of termination is delivered, and this Agreement shall terminate with respect to such portion of the Licensed Product on such date. All fees shall be billed in advance in accordance with the billing cycle identified herein and are due net thirty days. All payments received after the due date may be subject to a late payment charge from such due date until paid at a rate equal to the maximum rate permitted under applicable law. In all cases, the amount of License Fees shall be paid by Licensee to CoStar in full without any right of set-off or deduction. CoStar may accept any payment without prejudice to its rights to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any check, payment, or elsewhere will be construed as an accord or satisfaction. The License Fees do not include value added, sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Licensed Products. CoStar shall not be bound to use third party payment vendors, and any fees charged by such vendors shall be added to the License Fees payable hereunder. At CoStar’s option, Licensee shall pay such taxes or fees directly or pay to DJI Opco a license fee for each series of the Product equal to the greater of twenty five hundred dollars ($2,500) CoStar any such taxes or five basis points (0.05%) of the aggregate daily liquidation value of transactional sales (specifically excluding fee-based sales) made during the primary offering period of such series (the “License Fee”) (which fee is a Product cost that Licensee expects the Product to reimburse pursuant to the applicable trust indenture). The License Fee shall be paid on a one-time basis on or before the 15th day of the second month after the close of the primary offering period. DJI Opco acknowledges that (a) Licensee may at any time determine that it does not wish to go forward with a primary offering of the Product and, if it so determines, Licensee shall not be responsible for the payment of any License Fee under this Agreement, (b) Licensee may delay the deposit date for a Product in its discretion, and (c) Licensee has full authority to determine the length of any offering period, and may shorten or lengthen such offering period for any reason in its sole discretion. A report detailing (i) the aggregate daily liquidation value of transactional sales during the primary offering period for each Product and (ii) any excluded fee-based sales will be provided fees immediately upon invoicing by Guggenheim to DJI Opco within ten (10) days after the Product moves to the secondary market. Licensee shall send such report to xxxxxxxxxxxxxx@xxxxx.xxx. All amounts will be paid in cash and will be non-refundable. All amounts are stated in U.S. Dollars (at the applicable exchange rate prevailing at the time payment is due, as published in The Wall Street Journal). All amounts in the License Agreement (including, without limitation, any Schedules hereto) are stated net of any taxes (i.e., the amount stated is the amount to be received by DJI Opco after payment of any sales, distribution, use or similar taxes). Licensee shall pay any taxes, fees and similar governmental charges related to the execution or performance of this Agreement, other than taxes on DJI Opco’s net income. The terms hereof shall be deemed "Confidential Information" for purposes of Section 7(b) of the License AgreementCoStar.
Appears in 2 contracts
Samples: Costar Terms and Conditions, Costar Terms and Conditions
License Fees. As consideration Licensee agrees to pay the License Fees and all other fees set forth in this Agreement, which are priced in U.S. dollars and shall be paid in U.S. dollars (the “License Fees”). Licensee’s obligation to pay such fees shall begin on the Start Date. Licensee may choose to receive invoices for the license granted License Fees by email, regular mail or both. In addition to anything set forth herein, CoStar may: (a) on each anniversary of the last day of the calendar month in which the Start Date occurred, increase the License Fees by a percentage equal to the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) for the previous twelve months; and (b) at any time during a Renewal Term increase the License Fees or charge other fees for any portion of the Licensed Product or service provided by CoStar, provided, that if Licensee does not agree to the increase or charge implemented solely under this Section 5(b), then Licensee may give CoStar written notice of termination within sixty (60) days of CoStar’s notice of such increase or charge, in which case Licensee shall continue to pay the License Fees in place before the proposed increase or charge until the last day of the calendar month in which Licensee’s notice of termination is delivered, and this Agreement shall terminate with respect to such portion of the Licensed Product on such date. All fees shall be billed in advance in accordance with the billing cycle identified herein and are due net thirty days. All payments received after the due date may be subject to a late payment charge from such due date until paid at a rate equal to the maximum rate permitted under applicable law. In all cases, the amount of License Fees shall be paid by Licensee to CoStar in full without any right of set-off or deduction. CoStar may accept any payment without prejudice to its rights to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any check, payment, or elsewhere will be construed as an accord or satisfaction. The License Fees do not include sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Licensed Products. CoStar shall not be bound to use third party payment vendors, and any fees charged by such vendors shall be added to the License Fees payable hereunder. At CoStar’s option, Licensee shall pay such taxes or fees directly or pay to DJI Opco a license fee for each series of the Product equal to the greater of twenty five hundred dollars ($2,500) CoStar any such taxes or five basis points (0.05%) of the aggregate daily liquidation value of transactional sales (specifically excluding fee-based sales) made during the primary offering period of such series (the “License Fee”) (which fee is a Product cost that Licensee expects the Product to reimburse pursuant to the applicable trust indenture). The License Fee shall be paid on a one-time basis on or before the 15th day of the second month after the close of the primary offering period. DJI Opco acknowledges that (a) Licensee may at any time determine that it does not wish to go forward with a primary offering of the Product and, if it so determines, Licensee shall not be responsible for the payment of any License Fee under this Agreement, (b) Licensee may delay the deposit date for a Product in its discretion, and (c) Licensee has full authority to determine the length of any offering period, and may shorten or lengthen such offering period for any reason in its sole discretion. A report detailing (i) the aggregate daily liquidation value of transactional sales during the primary offering period for each Product and (ii) any excluded fee-based sales will be provided fees immediately upon invoicing by Guggenheim to DJI Opco within ten (10) days after the Product moves to the secondary market. Licensee shall send such report to xxxxxxxxxxxxxx@xxxxx.xxx. All amounts will be paid in cash and will be non-refundable. All amounts are stated in U.S. Dollars (at the applicable exchange rate prevailing at the time payment is due, as published in The Wall Street Journal). All amounts in the License Agreement (including, without limitation, any Schedules hereto) are stated net of any taxes (i.e., the amount stated is the amount to be received by DJI Opco after payment of any sales, distribution, use or similar taxes). Licensee shall pay any taxes, fees and similar governmental charges related to the execution or performance of this Agreement, other than taxes on DJI Opco’s net income. The terms hereof shall be deemed "Confidential Information" for purposes of Section 7(b) of the License AgreementCoStar.
Appears in 2 contracts
Samples: Costar Terms and Conditions, Costar Terms and Conditions
License Fees. As consideration for the license granted herein, Licensee shall pay to DJI Opco MSCI the license fees set forth in Exhibit C attached hereto (the "License Fees"), which may be adjusted by MSCI upon written notice at least ninety (90) days prior to the end of any current term (whereby Licensee may terminate this Agreement within thirty (30) days of such notice). All License Fees shall be payable on a license fee for quarterly basis, which quarters shall commence upon the execution of this Agreement and each series subsequent quarter shall commence on each three-month anniversary of the Product equal commencement of the initial quarter. Within fifteen (15) days after the close of each quarter, Licensee shall provide to MSCI a report calculating the License Fees owed hereunder for such quarter and a payment of the License Fees owed, if any. Any payment of Licensee Fees not paid within such fifteen (15) days shall accrue interest at the rate of one and one-half percent (1 1/2%) per month or the maximum amount permitted by law, whichever is lesser, until such Fees are paid. Licensee shall maintain detailed and accurate records with respect to the greater assets of twenty the Funds and its payments to MSCI hereunder. Licensee, upon written request by MSCI, shall provide to an independent accounting organization chosen and compensated by MSCI access to printed records with respect to the assets of the Funds and its payments to MSCI hereunder during normal business hours for purposes of a confirming audit with respect to such payments. Licensee shall promptly pay any underreported fees determined by such audit. If such audit determines that fees in excess of five hundred dollars percent ($2,500) or five basis points (0.055%) of the aggregate daily liquidation value reported and paid License Fees were not reported during any of transactional sales (specifically excluding fee-based sales) made during the primary offering period four previously reported quarters, then Licensee shall also pay for the reasonable cost of such series (the “License Fee”) (which fee is a Product cost that audit. Licensee expects the Product to reimburse pursuant to the applicable trust indenture). The License Fee shall be paid on a one-time basis on or before the 15th day of the second month after the close of the primary offering period. DJI Opco acknowledges that (a) Licensee may at any time determine that it does not wish to go forward with a primary offering of the Product andwill promptly pay all federal, if it so determines, Licensee shall not be responsible for the payment of any License Fee under this Agreement, (b) Licensee may delay the deposit date for a Product in its discretionstate, and (c) Licensee has full authority to determine the length of any offering periodlocal sales, personal property, AD VALOREM, and may shorten or lengthen such offering period for any reason in its sole discretion. A report detailing (i) the aggregate daily liquidation value other taxes of transactional sales during the primary offering period for each Product and (ii) any excluded fee-based sales will be provided by Guggenheim to DJI Opco within ten (10) days after the Product moves to the secondary market. Licensee shall send such report to xxxxxxxxxxxxxx@xxxxx.xxx. All amounts will be paid in cash and will be non-refundable. All amounts are stated in U.S. Dollars (at the applicable exchange rate prevailing at the time payment is due, a similar nature arising as published in The Wall Street Journal). All amounts in the License Agreement (including, without limitation, any Schedules hereto) are stated net of any taxes (i.e., the amount stated is the amount to be received by DJI Opco after payment of any sales, distribution, use or similar taxes). Licensee shall pay any taxes, fees and similar governmental charges related to the execution or performance a result of this Agreement, other than taxes on DJI Opco’s net related to MSCI's income. The terms hereof shall be deemed "Confidential Information" for purposes of Section 7(b) of the License Agreement.
Appears in 1 contract
Samples: Index License Agreement (Ssga Funds)
License Fees. As consideration Licensee agrees to pay the license fees and all other fees set forth in this Agreement in the currency set out on the Subscription Form (the “License Fees”). Licensee’s obligation to pay such fees shall begin on the Start Date. CoStar will send invoices for the license granted License Fees by email, regular mail or both. In addition to anything set forth herein, CoStar may: (a) on each anniversary of the last day of the calendar month in which the Start Date occurred, increase the License Fees by a percentage equal to the percentage increase in the Consumer Price Index as published by the UK's Office for National Statistics for the previous twelve months; and (b) at any time during a Renewal Term increase the License Fees or charge other fees for any portion of the Licensed Product or service provided by CoStar, provided that if Licensee does not agree to the increase or charge implemented solely under this Section 5(b), then Licensee may give CoStar written notice of termination within sixty (60) days of CoStar’s notice of such increase or charge, in which case Licensee shall continue to pay the License Fees in place before the proposed increase or charge until the last day of the calendar month in which Licensee’s notice of termination is delivered, and this Agreement shall terminate with respect to such portion of the Licensed Product on such date. All fees shall be billed in advance in accordance with the billing cycle identified herein and are due net thirty days. All payments received after the due date may be subject to a late payment charge from such due date until paid at a rate equal to the maximum rate permitted under applicable law. In all cases, the amount of License Fees shall be paid by Licensee to CoStar in full without any right of set- off or deduction. CoStar may accept any payment without prejudice to its rights to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any check, payment, or elsewhere will be construed as an accord or satisfaction. The License Fees do not include value added, sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Licensed Product. CoStar shall not be bound to use third party payment vendors, and any fees charged by such vendors shall be added to the License Fees payable hereunder. At CoStar’s option, Licensee shall pay such taxes or fees directly or pay to DJI Opco a license fee for each series of the Product equal to the greater of twenty five hundred dollars ($2,500) CoStar any such taxes or five basis points (0.05%) of the aggregate daily liquidation value of transactional sales (specifically excluding fee-based sales) made during the primary offering period of such series (the “License Fee”) (which fee is a Product cost that Licensee expects the Product to reimburse pursuant to the applicable trust indenture). The License Fee shall be paid on a one-time basis on or before the 15th day of the second month after the close of the primary offering period. DJI Opco acknowledges that (a) Licensee may at any time determine that it does not wish to go forward with a primary offering of the Product and, if it so determines, Licensee shall not be responsible for the payment of any License Fee under this Agreement, (b) Licensee may delay the deposit date for a Product in its discretion, and (c) Licensee has full authority to determine the length of any offering period, and may shorten or lengthen such offering period for any reason in its sole discretion. A report detailing (i) the aggregate daily liquidation value of transactional sales during the primary offering period for each Product and (ii) any excluded fee-based sales will be provided fees immediately upon invoicing by Guggenheim to DJI Opco within ten (10) days after the Product moves to the secondary market. Licensee shall send such report to xxxxxxxxxxxxxx@xxxxx.xxx. All amounts will be paid in cash and will be non-refundable. All amounts are stated in U.S. Dollars (at the applicable exchange rate prevailing at the time payment is due, as published in The Wall Street Journal). All amounts in the License Agreement (including, without limitation, any Schedules hereto) are stated net of any taxes (i.e., the amount stated is the amount to be received by DJI Opco after payment of any sales, distribution, use or similar taxes). Licensee shall pay any taxes, fees and similar governmental charges related to the execution or performance of this Agreement, other than taxes on DJI Opco’s net income. The terms hereof shall be deemed "Confidential Information" for purposes of Section 7(b) of the License AgreementCoStar.
Appears in 1 contract
Samples: costar-uk-prod.acquia.dshrp.com
License Fees. As consideration Licensee agrees to pay the license fees and all other fees set forth in this Agreement, which are priced in U.S. dollars and shall be paid in U.S. dollars (the “License Fees”). Licensee’s obligation to pay such fees shall begin on the Start Date. In addition to anything set forth herein, CoStar may: (a) on each anniversary of the last day of the calendar month in which the Start Date occurred, increase the License Fees by a percentage equal to the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) for the license granted hereinprevious twelve months; and (b) at any time during a Renewal Term increase the License Fees or charge other fees for any portion of the Licensed Product or service provided by CoStar, provided that if Licensee does not agree to the increase or charge implemented solely under this Section 5(b), then Licensee may give CoStar written notice of termination within sixty (60) days of CoStar’s notice of such increase or charge, in which case Licensee shall continue to pay the License Fees in place before the proposed increase or charge until the last day of the calendar month in which Licensee’s notice of termination is delivered, and this Agreement shall terminate with respect to such portion of the Licensed Product on such date. All fees shall be billed in advance in accordance with the billing cycle identified herein and are due net fifteen days. All payments received after the due date will incur a late payment charge from such due date until paid at a rate equal to the lesser of 1.5% per month or the maximum rate permitted under applicable law. In all cases, the amount of License Fees shall be paid by Licensee to CoStar in full without any right of set-off or deduction. CoStar may accept any payment without prejudice to its rights to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any check, payment, or elsewhere will be construed as an accord or satisfaction. The License Fees do not include sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Licensed Products. CoStar shall not be bound to use third party payment vendors, and any fees charged by such vendors shall be added to the License Fees payable hereunder. At CoStar’s option, Licensee shall pay such taxes or fees directly or pay to DJI Opco a license fee for each series of the Product equal to the greater of twenty five hundred dollars ($2,500) CoStar any such taxes or five basis points (0.05%) of the aggregate daily liquidation value of transactional sales (specifically excluding fee-based sales) made during the primary offering period of such series (the “License Fee”) (which fee is a Product cost that Licensee expects the Product to reimburse pursuant to the applicable trust indenture). The License Fee shall be paid on a one-time basis on or before the 15th day of the second month after the close of the primary offering period. DJI Opco acknowledges that (a) Licensee may at any time determine that it does not wish to go forward with a primary offering of the Product and, if it so determines, Licensee shall not be responsible for the payment of any License Fee under this Agreement, (b) Licensee may delay the deposit date for a Product in its discretion, and (c) Licensee has full authority to determine the length of any offering period, and may shorten or lengthen such offering period for any reason in its sole discretion. A report detailing (i) the aggregate daily liquidation value of transactional sales during the primary offering period for each Product and (ii) any excluded fee-based sales will be provided fees immediately upon invoicing by Guggenheim to DJI Opco within ten (10) days after the Product moves to the secondary market. Licensee shall send such report to xxxxxxxxxxxxxx@xxxxx.xxx. All amounts will be paid in cash and will be non-refundable. All amounts are stated in U.S. Dollars (at the applicable exchange rate prevailing at the time payment is due, as published in The Wall Street Journal). All amounts in the License Agreement (including, without limitation, any Schedules hereto) are stated net of any taxes (i.e., the amount stated is the amount to be received by DJI Opco after payment of any sales, distribution, use or similar taxes). Licensee shall pay any taxes, fees and similar governmental charges related to the execution or performance of this Agreement, other than taxes on DJI Opco’s net income. The terms hereof shall be deemed "Confidential Information" for purposes of Section 7(b) of the License AgreementCoStar.
Appears in 1 contract
Samples: www.costar.com