Common use of Reduction in Fees Clause in Contracts

Reduction in Fees. In the event that the total of all costs and ----------------- expenses actually incurred by the Owner with respect to the acquisition of the Land and the planning, design, development, construction and completion of the Project, the Tenant Improvements for ABB Power under the ABB Lease (including costs in all categories or line items specified in the Development Budget, but expressly excluding costs for the specific line items marked with a double asterisk in the Development Budget, and net of amounts reimbursed to the Owner by ABB Power with respect to Tenant Improvements for such tenant) shall exceed $9,454,658, the amount of the fees payable to the Manager under Sections 11.2 through 11.5 hereof shall be reduced by the amount of such excess, with any reductions to be applied to such fees in the following order of priority: (a) first, to unpaid portions of the Development Fee until the remaining Development Fee is reduced to zero; (b) then to unpaid portions of the ABB Work Fee until the remaining ABB Work Fee is reduced to zero; (c) then to any portion of the Development Fee and the ABB Work Fee which has theretofore been paid to the Manager until all such fees have been reduced to zero, and the Manager hereby agrees to reimburse to the Owner an amount of such fees theretofore paid to the Manager as shall equal the amount of such reduction; (d) then to unpaid portions of the Small Tenant Work Fee until the remaining Small Tenant Work Fee is reduced to zero; (e) then to the unpaid portions of the Small Tenant Leasing Fee until the remaining Small Tenant Leasing Fee is reduced to zero; and (f) then to any portion of the Small Tenant Work Fee and Small Tenant Leasing Fee which has theretofore been paid to the Manager until all such fees have been reduced to zero, and the Manager hereby agrees to reimburse to the Owner an amount of such fees theretofore paid to the Manager as shall equal the amount of such reduction. The aforesaid reductions in the fees payable to the Manager under Sections 11.2 through 11.5 hereof shall be effected regardless of whether or not appropriate revisions of the Development Budget are approved by the Owner and regardless of whether or not any increases in costs and expenses incurred by the Owner with respect to the acquisition of the Land or the planning, design, development, construction and completion of the Project and the Tenant Improvements for ABB Power are approved by the Owner; provided, however, in the event such costs and -------- ------- expenses shall increase as a result of a change by the Owner in the scope of the work comprising the Project of the election by ABB Power to receive any portion of the additional allowances covered in items 33 and 34 of the Development Budget, the incremental costs due to the change in the scope of the work or due to the election by ABB Power to receive such additional allowance shall not cause a reduction in the fees payable to the Manager under Sections 11.2 through 11.5 hereof. The Owner shall not be obligated to accept or agree to changes in the scope of the work comprising the Project in order to reduce the costs and expenses with respect thereto. The Owner and the Manager agree that appropriate reductions in the fees payable to the Manager (and reimbursements thereof to the Owner, if applicable) shall be effected as and when it is reasonably determined by the Owner that the costs and expenses under any category or line item in the Development Budget shall exceed the amount originally budgeted therefor or that costs and expenses will be incurred that are not originally budgeted under the Development Budget; provided, however, the Owner and the Manager shall make reasonable allocations of the "contingency" category or line item in the Development Budget to other categories or line items prior to effecting a reduction in the fees payable to the Manager, so long as a reasonable reserve is maintained in the "contingency" category or line item to cover future contingencies. Promptly following the Completion Date, the Owner and the Manager shall make any final adjustments and payments between them to give effect to the agreements set forth in this Section 5.4.

Reduction in Fees. In the event that the total of all costs and ----------------- expenses actually incurred by the Owner with respect to the acquisition of the Land and the planning, design, development, construction and completion of the Project, the Tenant Improvements for ABB Power Flakt under the ABB Lease (including costs in all categories or line items specified in the Development Budget, but expressly excluding costs for the specific line items marked with a double asterisk in the Development Budget, and net of amounts reimbursed to the Owner by ABB Power Flakt with respect to Tenant Improvements for such tenant) shall exceed $9,454,6587,031,067.00, the amount of the fees payable to the Manager under Sections 11.2 through 11.5 hereof shall be reduced by the amount of such excess, with any reductions to be applied to such fees in the following order of priority: (a) first, to unpaid portions of the Development Fee until the remaining Development Fee is reduced to zero; (b) then to unpaid portions of the ABB Work Fee until the remaining ABB Work Fee is reduced to zero; (c) then to any portion of the Development Fee and the ABB Work Fee which has theretofore been paid to the Manager until all such fees have been reduced to zero, and the Manager hereby agrees to reimburse to the Owner an amount of such fees theretofore paid to the Manager as shall equal the amount of such reduction; (d) then to unpaid portions of the Small Tenant Work Fee until the remaining Small Tenant Work Fee is reduced to zero; (e) then to the unpaid portions of the Small Tenant Leasing Fee until the remaining Small Tenant Leasing Fee is reduced to zero; and (f) then to any portion of the Small Tenant Work Fee and Small Tenant Leasing Fee which has theretofore been paid to the Manager until all such fees have been reduced to zero, and the Manager hereby agrees to reimburse to the Owner an amount of such fees theretofore paid to the Manager as shall equal the amount of such reduction. The aforesaid reductions in the fees payable to the Manager under Sections 11.2 through 11.5 hereof shall be effected regardless of whether or not appropriate revisions of the Development Budget are approved by the Owner and regardless of whether or not any increases in costs and expenses incurred by the Owner with respect to the acquisition of the Land or the planning, design, development, construction and completion of the Project and the Tenant Improvements for ABB Power Flakt are approved by the Owner; provided, however, in the event such costs and -------- ------- expenses shall increase as a result of a change by the Owner in the scope of the work comprising the Project of the election by ABB Power to receive any portion of the additional allowances covered in items 33 and 34 of the Development BudgetProject, the incremental costs due to the change in the scope of the work or due to the election by ABB Power to receive such additional allowance shall not cause a reduction in the fees payable to the Manager under Sections 11.2 through 11.5 hereof. The Owner shall not be obligated to accept or agree to changes in the scope of the work comprising the Project in order to reduce the costs and expenses with respect thereto. The Owner and the Manager agree that appropriate reductions in the fees payable to the Manager (and reimbursements thereof to the Owner, if applicable) shall be effected as and when it is reasonably determined by the Owner that the costs and expenses under any category or line item in the Development Budget shall exceed the amount originally budgeted therefor or that costs and expenses will be incurred that are not originally budgeted under the Development Budget; provided, however, the Owner and the Manager shall make reasonable allocations of the "contingency" category or line item in the Development Budget to other categories or line items prior to effecting a reduction in the fees payable to the Manager, so long as a reasonable reserve is maintained in the "contingency" category or line item to cover future contingencies. Promptly following the Completion Date, the Owner and the Manager shall make any final adjustments and payments between them to give effect to the agreements set forth in this Section 5.4.

Reduction in Fees. In If at any time during this Call Off Contract Period the event that Supplier reduces the total Fees in accordance with the terms of all costs and ----------------- expenses actually incurred the Framework Agreement, the Supplier shall immediately reduce the Fees applicable under this Call Off Contract by the Owner with respect same amount and the reduced Fee shall take effect from the first Monthly Invoice due following the variation. Customer Invoices, Payment and VAT Unless specified otherwise in the Order Form, the Supplier shall ensure that: it submits an electronic Monthly Invoice to the acquisition Customer on each Monthly Billing Date; each Monthly Invoice shows the following amounts: all Spend (inclusive of VAT) incurred in any Month prior to the Land Monthly Billing Date which remains unpaid; and all Fees which are due and payable. Fees shall be stated exclusive of VAT, which shall be added at the planningprevailing rate as applicable and paid by the Customer following delivery of a valid VAT invoice; and it provides sufficient information to the Customer, designas may be described further in the Order form, developmentto enable the Customer to reasonably assess whether the Call Off Contract Charges and other sums due from the Customer detailed in the information are properly payable, construction and completion including copies of any receipts. All amounts shown on the Project, relevant Monthly Invoice as being due to the Tenant Improvements for ABB Power under Supplier from the ABB Lease (including costs Customer shall be paid in all categories or line items full within the number of days specified in the Development BudgetOrder Form. If the Customer fails to pay any Call Off Contract Charges properly invoiced under this Call Off Contract, but expressly excluding costs for the specific line items marked with Supplier shall have the right to charge interest on the overdue amount at the applicable rate under the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a double asterisk daily basis from the due date up to the date of actual payment, whether before or after judgment. All amounts shall be invoiced and paid in Sterling (unless otherwise specified in the Development Budget, and net Order Form). The Customer shall make payment of amounts reimbursed the Call Off Contract Charges to the Owner Supplier by ABB Power with respect way of: BACS settlement; CHAPs; Direct debit; or such other method as may be agreed between the Parties from time to Tenant Improvements for such tenant) shall exceed $9,454,658, the amount of the fees payable to the Manager under Sections 11.2 through 11.5 hereof shall be reduced by the amount of such excess, with any reductions to be applied to such fees in the following order of priority: (a) first, to unpaid portions of the Development Fee until the remaining Development Fee is reduced to zero; (b) then to unpaid portions of the ABB Work Fee until the remaining ABB Work Fee is reduced to zero; (c) then to any portion of the Development Fee and the ABB Work Fee which has theretofore been paid to the Manager until all such fees have been reduced to zero, and the Manager hereby agrees to reimburse to the Owner an amount of such fees theretofore paid to the Manager as shall equal the amount of such reduction; (d) then to unpaid portions of the Small Tenant Work Fee until the remaining Small Tenant Work Fee is reduced to zero; (e) then to the unpaid portions of the Small Tenant Leasing Fee until the remaining Small Tenant Leasing Fee is reduced to zero; and (f) then to any portion of the Small Tenant Work Fee and Small Tenant Leasing Fee which has theretofore been paid to the Manager until all such fees have been reduced to zero, and the Manager hereby agrees to reimburse to the Owner an amount of such fees theretofore paid to the Manager as shall equal the amount of such reduction. The aforesaid reductions in the fees payable to the Manager under Sections 11.2 through 11.5 hereof shall be effected regardless of whether or not appropriate revisions of the Development Budget are approved by the Owner and regardless of whether or not any increases in costs and expenses incurred by the Owner with respect to the acquisition of the Land or the planning, design, development, construction and completion of the Project and the Tenant Improvements for ABB Power are approved by the Owner; provided, however, in the event such costs and -------- ------- expenses shall increase as a result of a change by the Owner in the scope of the work comprising the Project of the election by ABB Power to receive any portion of the additional allowances covered in items 33 and 34 of the Development Budget, the incremental costs due to the change in the scope of the work or due to the election by ABB Power to receive such additional allowance shall not cause a reduction in the fees payable to the Manager under Sections 11.2 through 11.5 hereof. The Owner shall not be obligated to accept or agree to changes in the scope of the work comprising the Project in order to reduce the costs and expenses with respect thereto. The Owner and the Manager agree that appropriate reductions in the fees payable to the Manager (and reimbursements thereof to the Owner, if applicable) shall be effected as and when it is reasonably determined by the Owner that the costs and expenses under any category or line item in the Development Budget shall exceed the amount originally budgeted therefor or that costs and expenses will be incurred that are not originally budgeted under the Development Budget; provided, however, the Owner and the Manager shall make reasonable allocations of the "contingency" category or line item in the Development Budget to other categories or line items prior to effecting a reduction in the fees payable to the Manager, so long as a reasonable reserve is maintained in the "contingency" category or line item to cover future contingencies. Promptly following the Completion Date, the Owner and the Manager shall make any final adjustments and payments between them to give effect to the agreements set forth in this Section 5.4time.

Reduction in Fees. In the event that the total of all costs and ----------------- expenses actually incurred by the Owner with respect to the acquisition of the Land and the planning, design, development, construction and completion of the Project, the Tenant Improvements for ABB Power Lucent under the ABB Lucent Lease (including costs in all categories or line items specified in the Development Budget, but expressly excluding costs for the specific line items marked with a double asterisk in the Development Budget, and net of amounts reimbursed to the Owner by ABB Power Lucent with respect to Tenant Improvements for such tenant) shall exceed $9,454,6584,952,853.00, the amount of the fees payable to the Manager under Sections 11.2 through 11.5 and 11.3 hereof shall be reduced by the amount of such excess, with any reductions to be applied to such fees in the following order of priority: (a) first, to unpaid portions of the Development Fee until the remaining Development Fee is reduced to zero; (b) then to unpaid portions of the ABB Lucent Work Fee until the remaining ABB Lucent Work Fee is reduced to zero;; and (c) then to any portion of the Development Fee and the ABB Lucent Work Fee which has theretofore been paid to the Manager until all such fees have been reduced to zero, and the Manager hereby agrees to reimburse to the Owner an amount of such fees theretofore paid to the Manager as shall equal the amount of such reduction; (d) then to unpaid portions of the Small Tenant Work Fee until the remaining Small Tenant Work Fee is reduced to zero; (e) then to the unpaid portions of the Small Tenant Leasing Fee until the remaining Small Tenant Leasing Fee is reduced to zero; and (f) then to any portion of the Small Tenant Work Fee and Small Tenant Leasing Fee which has theretofore been paid to the Manager until all such fees have been reduced to zero, and the Manager hereby agrees to reimburse to the Owner an amount of such fees theretofore paid to the Manager as shall equal the amount of such reduction. The aforesaid reductions in the fees payable to the Manager under Sections 11.2 through 11.5 and 11.3 hereof shall be effected regardless of whether or not appropriate revisions of the Development Budget are approved by the Owner and regardless of whether or not any increases in costs and expenses incurred by the Owner with respect to the acquisition of the Land or the planning, design, development, construction and completion of the Project and the Tenant Improvements for ABB Power Lucent are approved by the Owner; provided, however, in the -------- ------- event such costs and -------- ------- expenses shall increase as a result of a change by the Owner in the scope of the work comprising the Project of the election by ABB Power to receive any portion of the additional allowances covered in items 33 and 34 of the Development BudgetProject, the incremental costs due to the change in the scope of the work or due to the election by ABB Power to receive such additional allowance shall not cause a reduction in the fees payable to the Manager under Sections 11.2 through 11.5 and 11.3 hereof. The Owner shall not be obligated to accept or agree to changes in the scope of the work comprising the Project in order to reduce the costs and expenses with respect thereto. The Owner and the Manager agree that appropriate reductions in the fees payable to the Manager (and reimbursements thereof to the Owner, if applicable) shall be effected as and when it is reasonably determined by the Owner that the costs and expenses under any category or line item in the Development Budget shall exceed the amount originally budgeted therefor or that costs and expenses will be incurred that are not originally budgeted under the Development Budget; provided, however, the Owner and the Manager shall make reasonable allocations of the "contingency" category or line item in the Development Budget to other categories or line items prior to effecting a reduction in the fees payable to the Manager, so long as a reasonable reserve is maintained in the "contingency" category or line item to cover future contingencies. Promptly following the Completion Date, the Owner and the Manager shall make any final adjustments and payments between them to give effect to the agreements set forth in this Section 5.4.

Reduction in Fees. In the event that the total of all costs and ----------------- expenses actually incurred by the Owner with respect to the acquisition of the Land and the planning, design, development, construction and completion of the Project, Project and the Tenant Improvements for ABB Power Tenant under the ABB Lease (including costs in all categories or line items specified in the Development Budget, but expressly excluding costs for the specific line items marked with a double asterisk in the Development Budget, and net of amounts reimbursed to the Owner by ABB Power Tenant with respect to Tenant Improvements for such tenantTenant) shall exceed $9,454,658______________, the amount of the fees payable to the Manager under Sections Section 11.2 through 11.5 hereof shall be reduced by the amount of such excess, with any reductions to be applied to such fees in the following order of priority: (a) first, to unpaid portions of the Development Fee until the remaining Development Fee is reduced to zero; (b) then to unpaid portions of the ABB Work Fee until the remaining ABB Work Fee is reduced to zero; (c) then to any portion of the Development Fee and the ABB Work Fee which has theretofore been paid to the Manager until all such fees have been reduced to zero, and the Manager hereby agrees to reimburse to the Owner an amount of such fees theretofore paid to the Manager as shall equal the amount of such reduction; (d) then to unpaid portions of the Small Tenant Work Fee until the remaining Small Tenant Work Fee is reduced to zero; (e) then to the unpaid portions of the Small Tenant Leasing Fee until the remaining Small Tenant Leasing Fee is reduced to zero; and (f) then to any portion of the Small Tenant Work Fee and Small Tenant Leasing Fee which has theretofore been paid to the Manager until all such fees have been reduced to zero, and the Manager hereby agrees to reimburse to the Owner an amount of such fees theretofore paid to the Manager as shall equal the amount of such reduction. The aforesaid reductions in the fees payable to the Manager under Sections Section 11.2 through 11.5 hereof shall be effected regardless of whether or not appropriate revisions of the Development Budget are approved by the Owner and regardless of whether or not any increases in costs and expenses incurred by the Owner with respect to the acquisition of the Land or the planning, design, development, construction and completion of the Project and the Tenant Improvements for ABB Power Tenant are approved by the Owner; provided, however, in the event such costs and expenses -------- ------- expenses shall increase as a result of a change by the Owner in the scope of the work comprising the Project of the election by ABB Power to receive any portion of the additional allowances covered in items 33 and 34 of the Development BudgetProject, the incremental costs due to the change in the scope of the work or due to the election by ABB Power to receive such additional allowance shall not cause a reduction in the fees payable to the Manager under Sections Section 11.2 through 11.5 hereof. The Owner shall not be obligated to accept or agree to changes in the scope of the work comprising the Project in order to reduce the costs and expenses with respect thereto. The Owner and the Manager agree that appropriate reductions in the fees payable to the Manager (and reimbursements thereof to the Owner, if applicable) shall be effected as and when it is reasonably determined by the Owner that the costs and expenses under any category or line item in the Development Budget shall exceed the amount originally budgeted therefor or that costs and expenses will be incurred that are not originally budgeted under the Development Budget; provided, however, the Owner and the Manager shall make reasonable allocations of the "contingency" category or line item in the Development Budget to other categories or line items prior to effecting a reduction in the fees payable to the Manager, so long as a reasonable reserve is maintained in the "contingency" category or line item to cover future contingencies. Promptly following the Completion Date, the Owner and the Manager shall make any final adjustments and payments between them to give effect to the agreements set forth in this Section 5.4.