Common use of Other future fees to Pareto Clause in Contracts

Other future fees to Pareto. If the Master Agreement for financial services with Pareto is terminated by the Company, the Business Manager shall be entitled to terminate the Business Management Agreement with effect from the same date. Moreover, Pareto shall, under the Master Agreement to be signed with the Company, have an exclusive right to be appointed as manager and advisor to the Company (and its Group companies) if the Company (or its Group companies) wishes to carry out any transaction. A transaction within the meaning of the Master Agreement includes (but is not limited to) any sale or other transfer (including by way of merger or de-merger) of the Shares of the Company or of any other Group company, as well as any sale or other transfer of underlying property or properties, any acquisition of other businesses, companies or properties, any construction of new properties, as well as any equity issue, refinancing, re-syndication or restructuring of the Company or any company within the Group. Pareto is entitled to an annual fee of SEK 100,000 under the Master Agreement. By Gross Portfolio Value is here meant the implicit value of all Shares of the Company as defined by the agreed purchase price for the Shares, with the addition of (i) the deduction for deferred tax, (ii) the liabilities of the group (including accrued, but unpaid, interest, fees, interest rate swap premiums, etc.), (iii) all other deductions and (iv) any outstanding payments under agreements for the follow-up of the group properties. This shall apply correspondingly to the realisation of Shares of one or more of the Company’s subsidiaries, although the calculation of commission shall only take into account the Properties and the liabilities thus spun off from the group. Upon the sale or other realisation of one or more of the Properties (including by way of merger or de-merger), the Company shall pay Pareto a commission of 1% of the aggregate Gross Portfolio Value of the properties thus realised. For the Managers services in case of an equity issue with the purpose of acquiring additional properties, the Manager shall receive a transaction fee of 2,5% of the gross portfolio value (to be read as the sum of equity and debt required to finance an acquisition). If the parties fail to reach agreement on the Gross Portfolio Value, the Company and the Manager shall each appoint a reputable appraiser and the Gross Portfolio Value shall be determined, with binding and final effect, as the average of the two appraisals. The Business Manager’s calculation of the net present value of the tax positions is binding on the appraisers, unless such calculation contains obvious errors. In the event of any share capital increase subsequent to the Recent Equity Issue, it has been agreed that the Company shall pay Pareto a market standard commission of the gross proceeds from such equity issue. The commission falls due for payment upon registration of the share capital increase in the Companies Registration Office and can, if applicable, be charged against the paid-up equity thus received. Pareto shall be entitled to commission even if Xxxxxx has not contributed to such realisation or share capital increase. Pareto may under the Master Agreement require, upon realisation or share capital increase as mentioned above, the transferor to conclude a Mandate Agreement with Pareto or a company designated by Pareto on the applicable standard terms and conditions of Pareto or such company designated by Pareto. The Business Manager has an irrevocable authorisation to conclude and sign such an agreement on behalf of the Company and its shareholders. The commissions in sections 12.2 (The Business Manager) and 12.3 (Other future fees to Pareto) above are specified exclusive of Value Added Tax and other government taxes and charges. Value Added Tax and other government taxes and charges will accrue in accordance with the rules applicable at any given time. If such government taxes and charges are incurred, these will come in addition to the above commissions and will be invoiced retrospectively, together with any interest. The Master Agreement described above is continual and may be terminated after the earlier of (i) the date that is five years after the date of conclusion of the Master Agreement and (ii) the date on which 2/3 of the shareholders of the Company request it. Termination of the Master Agreement after five years as mentioned in (i) shall require 12 months written notice. In the event of termination as mentioned in (ii), such termination shall enter into effect immediately. The Company shall, upon termination of the Master Agreement by the Company, pay to Pareto a compensation equal to 1% of the Gross Portfolio Value of the Portfolio ("Exit Fee"). Pareto shall also be entitled to such Exit Fee if the Master Agreement is terminated by Xxxxxx as the result of the Company’s termination of the Business Management Agreement with the Business Manager. In the event of dispute concerning the Gross Portfolio Value, such value shall be determined, with final and binding effect, by an independent and reputable appraiser jointly appointed by Xxxxxx and the Company. The Master Agreement is available from the Manager upon request.

Other future fees to Pareto. If the Master Agreement for financial services with Pareto is terminated by the Company, the Business Manager shall be entitled to terminate the Business Management Agreement with effect from the same date. Moreover, Pareto shall, under the Master Agreement to be signed with the Company, have an exclusive right to be appointed as manager and advisor to the Company (and its Group companies) if the Company (or its Group companies) wishes to carry out any transaction. A transaction within the meaning of the Master Agreement includes (but is not limited to) any sale or other transfer (including by way of merger or de-merger) of the Shares of the Company or of any other Group company, as well as any sale or other transfer of underlying property or properties, any acquisition of other businesses, companies or properties, any construction of new properties, as well as any equity issue, refinancing, re-syndication or restructuring of the Company or any company Company within the Group. Pareto is entitled to an annual fee of SEK 100,000 under the Master Agreement. By Gross Portfolio Real Estate Value is here meant the implicit value of all Shares of the Company as defined by the agreed purchase price for the Shares, with the addition of (i) the deduction for deferred tax, (ii) the liabilities of the group (including accrued, but unpaid, interest, fees, interest rate swap premiums, etc.), (iii) all other deductions and (iv) any outstanding payments under agreements for the follow-up of the group properties. This shall apply correspondingly to the realisation of Shares of one or more of the Company’s subsidiaries, although the calculation of commission shall only take into account the Properties and the liabilities thus spun off from the group. Upon the sale or other realisation of one or more of the Properties (including by way of merger or de-merger), the Company shall pay Pareto a commission of 1% of the aggregate Gross Portfolio Real Estate Value of the properties thus realised. For the Managers services in case of an equity issue with the purpose of acquiring additional properties, the Manager shall receive a transaction fee of 2,5% of the gross portfolio value (to be read as the sum of equity and debt required to finance an acquisition). If the parties fail to reach agreement on the Gross Portfolio Real Estate Value, the Company and the Manager shall each appoint a reputable appraiser and the Gross Portfolio Real Estate Value shall be determined, with binding and final effect, as the average of the two appraisals. The Business Manager’s ’ calculation of the net present value of the tax positions is binding on the appraisers, unless such calculation contains obvious errors. In the event of any share capital increase subsequent to the Recent Equity Issue, it has been agreed that the Company shall pay Pareto a market standard commission of the gross proceeds from such equity issue. The commission falls due for payment upon registration of the share capital increase in the Companies Registration Office and can, if applicable, be charged against the paid-up equity thus received. Pareto shall be entitled to commission even if Xxxxxx has not contributed to such realisation or share capital increase. Pareto may under the Master Agreement require, upon realisation or share capital increase as mentioned above, the transferor to conclude a Mandate Agreement with Pareto or a company designated by Pareto on the applicable standard terms and conditions of Pareto or such company designated by Pareto. The Business Manager has an irrevocable authorisation to conclude and sign such an agreement on behalf of the Company and its shareholders. The commissions in sections 12.2 (The Business Manager) and 12.3 (Other future fees to Pareto) above are specified exclusive of Value Added Tax and other government taxes and charges. Value Added Tax and other government taxes and charges will accrue in accordance with the rules applicable at any given time. If such government taxes and charges are incurred, these will come in addition to the above commissions and will be invoiced retrospectively, together with any interest. The Master Agreement described above is continual and may be terminated after the earlier of (i) the date that is five years after the date of conclusion of the Master Agreement and (ii) the date on which 2/3 of the shareholders of the Company request it. Termination of the Master Agreement after five years as mentioned in (i) shall require 12 months months’ written notice. In the event of termination as mentioned in (ii), such termination shall enter into effect immediately. The Company shall, upon termination of the Master Agreement by the Company, pay to Pareto a compensation equal to 1% of the Gross Portfolio Real Estate Value of the Portfolio ("Exit Fee"). Pareto shall also be entitled to such Exit Fee if the Master Agreement is terminated by Xxxxxx as the result of the Company’s termination of the Business Management Agreement with the Business Manager. In the event of dispute concerning the Gross Portfolio Real Estate Value, such value shall be determined, with final and binding effect, by an independent and reputable appraiser jointly appointed by Xxxxxx and the Company. The Master Agreement is available from the Manager upon request.