PAYMENT OF LICENCE FEE 4.1 In consideration for the Licence Granted to the Licensee, the Licensee must pay to SAMRO an annual Licence Fee calculated in accordance with the SAMRO Tariff I, as amended from time to time (“Licence Fee”).
4.2 The Licence Fee is payable annually, in advance, within 30 days (including weekends and public holidays) of the date of invoice.
4.3 The Licence Fee is based on the information provided by the Licensee. The licensee warrants that all information provided to SAMRO is true, correct and up to date.
4.4 XXXXX, may amend the Tariff and Licence Fee payable, with 3 (three) months’ prior written notice of any such amendment to the Licensee.
4.5 The Licensee is liable for payment of the amended licence fee from the date that the amended Tariff becomes effective.
4.6 If any increased Licence Fee becomes payable as a result of a change in the manner and extent of the Performance or usage of XXXXX’s Repertoire, the Licensee must forthwith pay the proper proportion of such increased fee from the date of such change in the manner or extent of Performance of music.
4.7 If the amended Licence Fee is less than that which the Licensee previously paid, the pro-rata balance in respect thereof will be set off as a credit against the Licence Fee payable for the next ensuing year or, at the Licensee’s option, refunded.
4.8 XXXXX will have the right, at any time during the subsistence of the Agreement, to reassess and check the Licence Fee payable by the Licensee and the parameters upon which the Licence Fee is payable.
License Fees If so provided in the Prospectus, the Depositor may enter into a Licensing Agreement (the "Agreement") with a licensor (the "Licensor") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth in the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof.
(17) Sections 2.05(a) and 2.05(b) are hereby amended and replaced in their entirety with the following:
Sublicense Fees In partial consideration of the License and subject to Sections 3.7 and 3.8, Company will pay to Penn:
(i) [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of sublicensing royalties actually received by Company and its Affiliates in consideration of sublicenses of the License for Licensed Products Sold by sublicensees for use in the Field of Use while covered in the country of Sale of expected use by a Valid Claim of the Penn Patent Rights that is licensed to Company under the License, provided that, such amounts payable to Penn with respect to such sublicensing royalties for such Sales of such Licensed Products shall not be less than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of Net Sales of such Licensed Products made by sublicensees (as such Net Sales definition is applied to sublicensees, and applying Section 3.8 to such sublicensees’ Net Sales); and
(ii) [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of all other sublicensing fees and payments and other consideration actually received by Company in consideration of sublicenses under the License granted by Company or its Affiliates, excluding for this clause (ii) (1) sublicensing royalties addressed by clause (i) above, (2) equity investments to the extent not in excess of fair market value made by sublicensees in Company or its Affiliates, (3) payments by sublicensees to Company or Affiliates for payment or reimbursement of patent prosecution, defense, enforcement and maintenance and/or other related expenses, and (4) payments by sublicensees to Company or its Affiliates for future research, development or commercialization activities (including pre-clinical or clinical studies) undertaken by or for Company or its Affiliates (including payments for FTEs), and further provided that if Company pays to Penn a milestone payment under Section 3.2 for achieving a milestone for which Company receives from a sublicensee a payment for achieving the same milestone subject to this Section 3.5(ii), then the amount of the Company’s payment to Penn under Section 3.2 shall be deducted from such sublicensee’s payment for purposes of this Section 3.5(ii) and shall not be subject to such [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) share.
License Fee The Licensee to shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Beat are conditional upon Licensee’s timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid.
Upfront Fees The Borrower agrees to pay to the Agent for the benefit of the Lenders in immediately available funds on or before the Closing Date an upfront fee (the "Upfront Fee") in the amount provided in the Agent's Fee Letter.
Pro Rata Payments Payments to the Holders shall be pro rata with other Holders who purchased Notes in the same offering, based on the Principal Amount of each such Note. If a Holder receives a payment in excess of his, her, or its pro rata share, the excess shall be deemed to be held in trust for the benefit of other Holders.
Licence Fees 4.1 In consideration of the licences and authorisations granted under this Agreement, the Licensee will pay to ICE the Licence Fees for the Term in advance, in Euro.
4.2 The Licence Fees shall be payable online by debit/credit card via ICE’s designated payment provider, Stripe Payments Europe Ltd and its affiliates (please see ICE’s Privacy Policy for further information). For the avoidance of doubt, this Agreement shall not come into force until the Licensee has paid the Licence Fees.
4.3 The Licence Fees are non-refundable and recoupable against the usage limit(s) and revenue cap(s) set out in the Cover Sheet during the Term. For the purposes of calculating recoupment, each Stream / Download / Subscriber Month on a Licensed Service in a Tier 2 country will count as 0.5, while each Stream / Download / Subscriber Month in a Tier 1 country will count as 1.
4.4 Where it is necessary for the Licensee to exchange the currency of an amount into Euro for the purpose of the revenue cap(s) in the Cover Sheet or the sum set out in clause 4.8, the exchange rate used will be the average exchange rate for the Term as published in the European Central Bank Monthly statistics bulletin.
4.5 The Licensee may at any time during the Term purchase a licence for additional Licensed Services online via ICE’s website. The licence for the additional Licensed Services purchased shall commence once the Licence Fees have been paid for such additional Licensed Services.
4.6 The Licensee shall notify ICE immediately if the maximum usage limits in Band 16 in any one Licensed Service are exceeded. If the maximum usage limits are exceeded, this Agreement shall terminate, and the Licensee shall contact ICE to discuss the appropriate licence applicable to the Licensee.
4.7 The Licensee shall notify ICE immediately (by email to xxxxxxxxx@xxxxxxxxxxx.xxx) if the Licensee’s usage of any of the Licensed Services exceeds the limits stated in the Cover Sheet, so that the amount the Licensee pays as Licence Fees may be adjusted accordingly.
4.8 The Licensee shall notify ICE if the Gross Revenue from the Licensed Service(s) exceeds the sum of EUR 500,000 (or such other threshold sum for the ICE Direct Licence scheme as may be published on ICE’s website (xxx.xxxxxxxxxxx.xxx) from time to time at the Rights Holders’ and ICE’s discretion) (excluding the applicable Sales Tax) per annum. In such circumstances, this Agreement shall terminate, and the Licensee shall contact ICE to discuss the appropriate licence applicable to the Licensee.
4.9 The Licence Fees set out in this Agreement are combined fees for the licensing of the Mechanical Rights and the corresponding Performing Rights for each Repertoire Work and any other rights that are expressly granted to the Licensee hereunder, including (in accordance with established industry practice) for shares in Musical Works that are under copyright control or unmatched works (or a portion thereof) used on the Licensed Services, applying a consistent approach to ICE’s other licensees that operate services similar to those of the Licensee in the applicable period.
4.10 The Rights Holders confirm and warrant that ICE is authorised to receive all payments under this Agreement on behalf of the Rights Holders. Accordingly, the Licensee will pay to ICE Licence Fees and any other payments falling due under this Agreement in consideration of the licences and authorisations granted under this Agreement.
4.11 The Licensee will pay its own bank charges on transfers of sums payable to ICE.
4.12 All licence fees and payments referred to in this Agreement are subject to any applicable Sales Tax, which the Licensee will pay to ICE at the rate or rates from time to time in force on any sums payable under this Agreement.
License Maintenance Fees Licensee will pay license fees in the amounts set forth in Sections 3.1(d) of the Patent & Technology License Agreement in accordance with the stated schedule.
Upfront Payment Upon the execution of this Agreement, the Lessee shall pay to the Lessor the following: (check one) ☐ - First Month’s Rent of: [AMOUNT (IN WORDS)] Dollars ($[AMOUNT (AS A NUMBER)]) ☐ - Last Month’s Rent of: [AMOUNT (IN WORDS)] Dollars ($[AMOUNT (AS A NUMBER)]) ☐ - Security Deposit of: [AMOUNT (IN WORDS)] Dollars ($[AMOUNT (AS A NUMBER)]) POSSESSION. Possession shall commence on [MM/DD/YYYY], unless otherwise agreed upon. The Lessor shall use due diligence to give possession as nearly as possible at the beginning of the Term. The Rent shall be prorated in consideration of any delay in providing possession, but the Term shall not be extended as a result of such delay. The Lessee shall make no other claim against the Lessor for the delay in obtaining possession of the Premises.
License Fees and Royalties Consistent with the applicable U.S. DOT Common Rules, the Recipient agrees that license fees and royalties for patents, patent applications, and inventions produced with federal assistance provided through the Underlying Agreement are program income, and must be used in compliance with federal applicable requirements.
