Witness Fees Employees required to appear in Court as a witness on behalf of the Employer or the Crown in matters relating to their employment, will be paid wages amounting to the difference between the amounts paid them for witness fees and the amount they would have earned had they worked on such days.
Tuition Fees The Employer agrees to pay tuition fees for continuing education courses as follows:
a) Employer initiated – 100% of course fees upon successful completion of course.
b) Employee initiated – 50% of course fees upon successful completion. Courses must be employment-related and approved, in writing, by the Employer in advance.
Compensation and Fees (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership whose subscriptions for Units are accepted by the Managing General Partner:
(i) a 2.5% Dealer-Manager fee;
(ii) a 7% Sales Commission; and
(iii) an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses.
(b) All of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the 2.5% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following:
(i) an accountable reimbursement for training and education meetings for associated persons of the selling agents;
(ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target;
(iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and
(iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met:
(i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target;
(ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810;
(iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative;
(iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and
(v) the recordkeeping requirements are met.
(c) Notwithstanding the foregoing:
(i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and
(ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above.
(d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event:
(i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you;
(ii) all funds advanced by subscribers shall be returned to them with interest earned; and
(iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units.
(e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following:
(i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and
(ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.
Brokers’ Fees; Transaction Fees Except for fees payable to Agent and Lenders, none of the Credit Parties or any of their respective Subsidiaries has any obligation to any Person in respect of any finder’s, broker’s or investment banker’s fee in connection with the transactions contemplated hereby.
DIRECTORS' FEES Directors’ fees and other similar payments derived by a resident of a Contracting State in his capacity as a member of the board of directors of a company which is a resident of the other Contracting State may be taxed in that other State.
TAXES/FEES Contractor promptly shall pay all applicable taxes on its operations and activities pertaining to this Contract. Failure to do so shall constitute breach of this Contract. Unless otherwise agreed, Purchaser shall pay applicable sales tax imposed by the State of Washington on purchased Goods and/or Services. Contractor’s invoices shall separately state
(a) taxable and non-taxable charges and (b) sales/use tax due by jurisdiction. In regard to federal excise taxes, Contractor shall include federal excise taxes only if, after thirty (30) calendar days written notice to Purchaser, Purchase has not provided Contractor with a valid exemption certificate from such federal excise taxes.
Legal Fees If any legal action, arbitration or other proceeding is brought for the enforcement of this Agreement, or because of any alleged dispute, breach, default or misrepresentation in connection with this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs it incurred in that action or proceeding, in addition to any other relief to which it may be entitled.
ADS Fees The following ADS fees are payable under the terms of the Deposit Agreement:
(1) Issuance of ADSs (e.g., an issuance upon a deposit of Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), excluding issuances as a result of distributions described in paragraph (4) below. Up to U.S. $5.00 per 100 ADSs (or fraction thereof) issued. Person for whom ADSs are issued.
(2) Cancellation of ADSs (e.g., a cancellation of ADSs for Delivery of deposited Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason). Up to U.S. $5.00 per 100 ADSs (or fraction thereof) cancelled. Person for whom ADSs are being cancelled.
(3) Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements). Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held. Person to whom the distribution is made.
(4) Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) an exercise of rights to purchase additional ADSs. Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held. Person to whom the distribution is made.
(5) Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., spin-off shares). Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held. Person to whom the distribution is made.
Expenses and Fringe Benefits During the Contract Period, the Executive shall be entitled to reimbursement for all business expenses incurred by him with respect to the business of the Employer in the same manner and to the same extent as such expenses were previously reimbursed to him immediately prior to the Change in Control, PROVIDED, HOWEVER, that if the deduction by Employer for federal income tax purposes of any expense which is incurred by Executive and reimbursed to Executive by Employer is disallowed as a result of not being an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code, then Executive shall repay the amount of such reimbursed expense to Employer; AND FURTHER PROVIDED that, notwithstanding the foregoing clause of this sentence, Executive shall not be obligated to repay to Employer any business expense incurred by him and reimbursed to him by the Bank the deductibility of which is prohibited or limited by the application of a specific statutory, regulatory or administrative principle, and which would otherwise be deductible to Employer as an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code. Executive consents to the withholding by Employer of any such amount from that paycheck of Executive which immediately succeeds the final disallowance by the Internal Revenue Service of the deduction of such reimbursed expense, but only if the withholding of such amount would not violate applicable wage and hour laws. If prior to the Change in Control, the Executive was entitled to the use of an automobile, he shall be entitled to the same use of an automobile at least comparable to the automobile provided to him prior to the Change in Control, and he shall be entitled to vacations and sick days, in accordance with the practices and procedures of the Employer, as such existed immediately prior to the Change in Control. During the Contract Period the Executive also shall be entitled to hospital, health, medical and life insurance, and any other benefits enjoyed, from time to time, by executive officers of the Employer, all upon terms as favorable as those enjoyed by other executive officers of the Employer. Notwithstanding anything in this section to the contrary, if Employer adopts any change in the expenses allowed to, or fringe benefits provided for, executive officers of Employer, and such policy is uniformly applied to all executive officers of Employer, then no such change in policy shall be deemed to be a violation of this provision.
ALPS Compensation; Expenses (a) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares for sale in the various states in which the officers of the Fund shall determine it advisable to qualify such Shares for sale (including registering the Fund as a broker or dealer or any officer of the Fund as agent or salesman in any state); litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; administration, transfer agency, and custodial expenses; interest; Fund directors’ or trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Fund’s directors or trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information, other offering documents and supplements, proxy materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).
