Compensation and Fees (a) As Dealer-Manager you shall receive from the Partnership the following fees and other compensation based on each Unit sold to investors who are situated and/or residents in states other than Minnesota and New Hampshire and accepted by the Managing General Partner:
(i) a 2.5% Dealer-Manager fee;
(ii) a 7.0% Sales Commission;
(iii) a .5% reimbursement of marketing expenses; and
(iv) a .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses.
(b) The 7.0% Sales Commission, the .5% reimbursement of marketing expenses and the .5% reimbursement of bona fide accountable due diligence expenses shall be reallowed to the Selling Agents. The 2.5% Dealer-Manager fee shall be reallowed to the wholesalers for subscriptions obtained through the wholesalers' effort.
(c) Notwithstanding the foregoing, 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 7.0% Sales Commission, the .5% reimbursement of marketing expenses and the .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses which will not be paid to you. Also, the following investors may subscribe to Units for a subscription price reduced by the 7.0% Sales Commission, the .5% reimbursement of marketing expenses and the .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses, which will not be paid to you, although their subscription price will not be reduced by the 2.5% Dealer-Manager fee which will be paid to you:
(i) registered investment advisors and their clients; and
(ii) Selling Agents and their registered representatives and principals.
(d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $1,000,000 excluding:
(i) any optional subscription by the Managing General Partner and its Affiliates; and
(ii) the subscription discounts set forth in Section 4(c) of this Agreement; all proceeds received by you from the sale of Units 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 $1,000,000 as described above are received on or before the Offering Termination Date as described in Section 1 of this Agreement, the offering shall be terminated, in which event none of the fees, Sales Commissions and reimbursements set forth in Section 4(a) of this Agreement shall be payable to you and all funds advanced by purchasers shall be returned to them with interest earned. In addition, 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 above, the fees, Sales Commissions and reimbursements set forth in Section 4(a) of this Agreement, shall be paid to you within five business days after at least the minimum subscription proceeds of $1,000,000 as described above have been received by the Partnership and accepted by the Managing General Partner and the subscription proceeds have been released from the escrow account to the Managing General Partner. You shall reallow to the Selling Agents and the wholesalers their respective fees, Sales Commissions and reimbursements as set forth in Section 4(b) of this Agreement. Thereafter, your fees, Sales Commissions and reimbursements shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Partnership's Offering Termination Date and all your remaining fees, Sales Commissions and reimbursements shall be paid no later than fourteen business days after the Partnership's Offering Termination Date.
Compensation and Reimbursement (a) The Company covenants and agrees to pay to the Trustee, and the Trustee shall be entitled to, such reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence or bad faith and except as the Company and Trustee may from time to time agree in writing. The Company also covenants to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim of liability in the premises.
(b) The obligations of the Company under this Section to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute indebtedness of the Company to which the Securities are subordinated. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities.
Compensation and Expense Reimbursement A. Client will pay the Company, as compensation for the services provided for in this Agreement and as reimbursement for expenses incurred by Company on Client's behalf, in the manner set forth in Schedule A annexed to this Agreement which Schedule is incorporated herein by reference.
B. In addition to the compensation and expense reimbursement referred to in Section 2(A) above, Company shall be entitled to receive from Client a "Transaction Fee", as a result of any Transaction (as described below) between Client and any other company, entity, person, group or persons or other party which is introduced to, or put in contact with, Client by Company, or by which Client has been introduced to, or has been put in contact with, by Company. A "Transaction" shall mean merger, sale of stock, sale of assets, consolidation or other similar transaction or series or combination of transactions whereby Client or such other party transfer to the other, or both transfer to a third entity or person, stock, assets, or any interest in its business in exchange for stock, assets, securities, cash or other valuable property or rights, or wherein they make a contribution of capital or services to a joint venture, commonly owned enterprise or business opportunity with the other for purposes of future business operations and opportunities. To be a Transaction covered by this section, the transaction must occur during the term of this Agreement or the one year period following the expiration of this Agreement. The calculation of a Transaction Fee shall be based upon the total value of the consideration, securities, property, business, assets or other value given, paid, transferred or contributed by, or to, the Client and shall equal 5% of the dollar value of the Transaction. Such fee shall be paid by certified funds at the closing of the Transaction.
Compensation and Fringe Benefits (a) The Company shall, during the Term of Employment, pay to the Executive as compensation for the performance of his duties and obligations a salary of $240,000 per annum. This compensation is subject to annual review and adjustment, as appropriate in the judgment of the Company. The compensation payable pursuant to this Section 5(a) shall be payable in equal semi-monthly installments on the last day of each such pay period.
(b) The Executive shall be enrolled and participate in any retirement, group insurance and other fringe benefit plans and arrangements which are applicable to the similarly situated personnel of the Company and in effect from time to time, if the Executive is eligible therefor, in each case in accordance with and subject to the provisions thereof.
Other Compensation and Fringe Benefits In addition to any executive bonus, pension, deferred compensation and stock option plans which the Company may from time to time make available to the employee upon mutual agreement, the Employee shall be entitled to the following:
(a) The standard Company benefits enjoyed by the Company's other top executives.
(b) Payment by the Company of the Employee's initiation and membership dues in all social and/or recreational clubs as deemed necessary and appropriate by the Employee to maintain various business relationships on behalf of the Company; provided, however, that the Company shall not be obligated to pay for any of the Employee's personal purchases and expenses at such club.
(c) Provision by the Company during the Term and any extensions thereof to the Employee and his dependents of medical and other insurance coverage under the Company's Executive Medical Plan.
(d) Provision by the Company of supplemental disability insurance sufficient to provide two-thirds of the Employee's pre-disability minimum base annual salary.
(e) An annual incentive bonus for each calendar year included in this Agreement calculated pursuant to a formula substantially similar to (and the formula of which will not yield a bonus less than) the FY 2001 Incentive Plan adopted by the Compensation Committee of the Company with a target bonus based upon 100% of base annual salary, a copy of which is attached hereto as Exhibit A ("Incentive Bonus"); provided, however, that the Employer's stockholders approve an annual incentive bonus plan containing substantially the terms of the Incentive Bonus prior to its payment in accordance with Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. The annual bonus shall be paid no later than March 15th of the following year and is fully vested at the end of each year in the event of a non-renewal of this Agreement by the Company. Subject to Section 7 below, the annual bonus shall be pro-rated for any partial employment year. The Company shall deduct from all compensation payable under this Agreement to the Employee any taxes or withholdings the Company is required to deduct pursuant to state and federal laws or by mutual agreement between the parties
Compensation and Expenses (a) In consideration of AFD’s services hereunder, the Fund agrees to pay AFD the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.
COMPENSATION AND PAYMENTS 1.1 The Owner shall pay the Contractor to furnish all labor, equipment, materials and incidentals necessary for the construction of the Work described in the Specifications and shown on the Drawings the Contract Amount as shown below. Base Bid $0.00 Alternate Bid number and name or "no Alternates" $0.00 Alternate Bid number and name or "no Alternates" $0.00 Alternate Bid number and name or "no Alternates" $0.00 Alternate Bid number and name or "no Alternates" $0.00 Alternate Bid number and name or "no Alternates" $0.00
1.2 The Contractor’s requisition shall contain sufficient detail and supporting information for the Owner to evaluate and support the payment requested.
1.2.1 Payments are due and payable twenty-five working days from the date of receipt of a Contractor requisition which is approved by the Owner.
1.2.2 Provisions for late payments are governed by 5 M.R.S. Chapter 144, Payment of Invoices Received from Business Concerns, and interest shall be calculated at 1% per month.
Section 607 Compensation and Reimbursement The Company agrees
Remuneration and fees In most cases we are paid by commission from the insurer but in some circumstances, we may charge you a fee instead of commission or a combination of both where we arrange policies with a low commission. Where we charge a fee, this will not be liable for insurance premium tax or value added tax (insurance is a VAT exempt industry). All fees will be advised verbally and/or will be included within the Statement of Price document before you incept your policy. We will also make the following administration charges per policy: See Appendix 1 Our commission and fee(s) are earned on placement of your insurance. If you make a change or cancel your policy mid-term (other than in the 14-day Cooling Off period) which results in a return premium, we will retain all fees and any commission to cover our administration and advisory services. Our fees will be clearly shown in any invoice we issue to you, and we will advise you of the amount of any charge before you become liable to paying it. We have arrangements with some insurers to receive additional payments reflecting the size and/or profitability of our account with them and/or in respect of work we undertake on their behalf, and we will advise you where this is the case.
Tuition and Fees The School Corporation shall not charge tuition to any student, other than a non-resident student in accordance with § 38-1802.06(e) of the Act, unless such student would otherwise be liable for tuition costs under the Act. The School Corporation shall not charge for participation in the School’s credit recovery program any student who is not liable for tuition costs under the Act, should the school operate such a program. The School Corporation may charge reasonable fees or other payment for after school programs, field trips, or similar non-mandatory student activities.
