Common use of Minimum Fees Clause in Contracts

Minimum Fees. (a) During the first three (3) years of the term of this Agreement, IXI’s Active Subscriber Fees, in the aggregate, excluding any T&M payments and excluding the StartUp Fee, payable by IXI to Provider will be no less than the following “Annual Commitments” based on the first three years of the Agreement as follows based on the anniversary of the execution of this Agreement: Year 1 [***] Year 2 [***] Year 3 [***] Any deficit (due to shortfall of Subscribers in any one of the first three Years) may be invoiced by Provider at any time after the end of the applicable Year provided the Agreement has not been terminated as described in sections 3(b) or 3(c) below. (b) Should IXI terminate this Agreement for convenience pursuant to Section 8.2(ii) of the Agreement, then all future IXI payment obligations under this Agreement shall cease (including those set forth above in Section 3(a) of this Exhibit C), provided, however, that if IXI has paid Provider less than the pro-rated Annual Commitment for the year applicable at the time of such termination, then IXI will be obligated to pay an amount equal to the such pro-rated amount minus the sum of the Active Subscriber Fees paid so far for that year of the Agreement, and further provided that if IXI has paid Provider less than [***] when taking into consideration the Up-Front Fee plus all Active Subscriber fees plus fees arising from Annual Commitment payments paid from the original execution date of the Agreement until the termination date, then IXI will be obligated to pay the balance to ensure that Provider receives a minimum of US [$***] (excluding all T&M payments) for all such fees. If due pursuant to this section 3(b), then all such payments are irrevocable, unconditional and non-refundable. (c) Notwithstanding anything else, should IXI terminate this Agreement for breach pursuant to Section 8.2(i) of the Agreement, then all future IXI payment obligations under this Agreement shall cease (including those Annual Commitments set forth above in Section 3(a) of this Exhibit C).

Minimum Fees. (a) During the first three term of the Master Agreement, each month Customer shall be responsible for paying CSG the greater of the actual fees incurred during such month or the minimum amount of processing fees per month for CCS Services for wireline video, Internet and wireline telephony set forth in Schedule D (3collectively, the "Minimum"). For the purposes of calculating the ---------- Minimum under this Section 30, CSG shall credit the applicable Minimum by the amount of processing fees for each of the CCS Services for wireline video, Internet and wireline telephony contained on each subscriber account. CSG agrees to credit the Minimum for the CCS Services for wireline video by the amount of processing fees for the subscribers who utilized the CCS Services for wireline video under the Billing Agreement as of the termination date of the Billing Agreement ("Billing Agreement Subscribers"). If, after the Effective Date of this Master Agreement, Customer (i) years sells or otherwise divests a System Site, and such System Site thereafter agrees to be bound by the terms of this Master Agreement or (ii) Customer acquires a subsidiary or Affiliate, and such subsidiary or Affiliate agrees to be bound by the terms of this Master Agreement, then CSG agrees to credit the applicable Minimum by the amount of processing fees for the subscribers associated with such subsidiary or Affiliate. Additionally, if, after the Effective Date, a System Site in which Customer owns at least 20% through equity ownership or contribution of assets (the "Partner") agrees to be bound by the terms of this Master Agreement prior to December 31, 1998, then CSG agrees to credit the applicable Minimum by the amount of processing fees for the subscribers associated with such Partner. Notwithstanding the foregoing, CSG shall not credit the Minimum for any System Site of any, subsidiary, Affiliate or Partner that obtained CCS Services for wireline video, Internet or wireline telephony services from CSG prior to their acquisition or divestiture by Customer, and who are brought under this Master Agreement, by the amount of processing fees for more than one million one hundred thousand (1,100,000) subscribers during the term of this Master Agreement, IXI’s Active Subscriber Fees, in the aggregate, excluding any T&M payments and excluding the StartUp Fee, payable by IXI to Provider will be no less than the following “Annual Commitments” based on the first three years of the Agreement as follows based on the anniversary of the execution of this Agreement: Year 1 [***] Year 2 [***] Year 3 [***] Any deficit (due to shortfall of Subscribers in any one of the first three Years) may be invoiced by Provider at any time after the end of the applicable Year provided the Agreement has not been terminated as described in sections 3(b) or 3(c) below. (b) Should IXI terminate this Agreement for convenience pursuant to Section 8.2(ii) of the Agreement, then all future IXI payment obligations under this Agreement shall cease (including those set forth above in Section 3(a) of this Exhibit C), ; provided, however, that if IXI has paid Provider less than CSG shall credit the pro-rated Annual Commitment Minimum for the year applicable CCS Services for wireline video for the Billing Agreement Subscribers. Further, the parties have mutually agreed upon the fees for the Products and Services to be provided hereunder based upon certain assumed volumes of processing activity, and the length of the term of the Master Agreement. Customer acknowledges and agrees that, without the certainty of revenue promised by the commitments set forth in this Master Agreement, CSG would have been unwilling to provide the Products and Services at the time of such termination, then IXI will be obligated to pay an amount equal to the such pro-rated amount minus the sum of the Active Subscriber Fees paid so far for that year of the Agreement, and further provided that if IXI has paid Provider less than [***] when taking into consideration the Up-Front Fee plus all Active Subscriber fees plus fees arising from Annual Commitment payments paid from the original execution date of the Agreement until the termination date, then IXI will be obligated to pay the balance to ensure that Provider receives a minimum of US [$***] (excluding all T&M payments) for all such fees. If due pursuant to this section 3(b), then all such payments are irrevocable, unconditional and non-refundable. (c) Notwithstanding anything else, should IXI terminate this Agreement for breach pursuant to Section 8.2(i) of the Agreement, then all future IXI payment obligations under this Agreement shall cease (including those Annual Commitments set forth above in Section 3(a) of this Exhibit C)the Master Agreement nor would it have entered into the Purchase Agreement.

Minimum Fees. (a) During In each Processing Year during the first three Term of this Agreement after Processing Year 5 (3as defined in Section 8.1), Customer will require and shall pay FDR for processing services sufficient to generate aggregate Processing Fees at least equal to the greater of (i) years 80% of the term Processing Fees paid during the immediately preceding Processing Year and (ii) $7,000,000 (the ‘Minimum Processing Fees’). FDR shall calculate the total Processing Fees paid by Customer in respect of services performed during each Processing Year (the ‘Total Annual Processing Fees’) within ninety (90) days after the end of each Processing Year and will, after ten (10) days written notice to Customer, draw upon Customer’s account pursuant to Section 4.3 for the amount, if any, by which the Minimum Processing Fees for the Processing Year exceed the Total Annual Processing Fees for the Processing Year (such amount a ‘Minimum Fee Shortfall’). (b) If in any Processing Year during the remaining Term of this Agreement, IXI’s Active Subscriber FeesCustomer migrates substantially all of its [***], then FDR hereby agrees that for both (i) the Processing Year in which the aggregate, excluding any T&M payments and excluding the StartUp Fee, payable by IXI to Provider will be no less than the following “Annual Commitments” based on the first three years of the Agreement as follows based on the anniversary of the execution of this Agreement: Year 1 [***] is effected by Customer (the ‘Migration Year’) and (ii) the Processing Year 2 immediately following the Migration Year, FDR shall remove from calculation of both the Minimum Processing Fees due and the Total Annual Processing Fees paid for such Processing Year all of the fees paid or payable by Customer pursuant to this Agreement for the list of FDR billing elements set forth below: Element Number Item Name [***] Year 3 [***] Any deficit (In no event, however, shall the Minimum Processing Fees due to shortfall of Subscribers in any one of the first three Years) may be invoiced FDR by Provider at any time after the end of the applicable Year provided the Agreement has not been terminated as described in sections 3(b) or 3(c) below. (b) Should IXI terminate this Agreement for convenience Customer pursuant to this Section 8.2(ii4.5 be less than $7,000,000 for any Processing Year.” 9. The schedule of Adjusted Gross Processing Fees and corresponding Credit as set forth in Section 4.7 (Growth Credit) of the Agreement, then all future IXI payment obligations under this Service Agreement shall cease (including those set forth above in Section 3(a) of this Exhibit C), provided, however, that if IXI has paid Provider less than is hereby deleted and replaced with the pro-rated Annual Commitment for the year applicable at the time of such termination, then IXI will be obligated to pay an amount equal to the such pro-rated amount minus the sum of the Active Subscriber following: "Adjusted Gross Processing Fees paid so far for that year of the Agreement, and further provided that if IXI has paid Provider less than Credit [***] when taking into consideration the Up-Front Fee plus all Active Subscriber fees plus fees arising from Annual Commitment payments paid from the original execution date of the Agreement until the termination date, then IXI will be obligated to pay the balance to ensure that Provider receives a minimum of US [$***] (excluding all T&M payments) for all such fees. If due In no event, however, shall the total amount of any Growth Credit payable to Customer by FDR pursuant to this section 3(b), then all such payments are irrevocable, unconditional and non-refundableSection 4.7 for any [***] exceed [***].” 10. Article 4 (c) Notwithstanding anything else, should IXI terminate this Agreement Payment for breach pursuant to Section 8.2(iServices) of the Agreement, then all future IXI payment obligations under this Service Agreement shall cease (including those Annual Commitments set forth above in is hereby amended by the addition of a Section 3(a) of this Exhibit C).4.9 to read as follows: