Royalties and Management Fees Sample Clauses

Royalties and Management Fees. With effect from the Financial Year commencing on 1 October, 2004 and until and including the Financial Year ending on 30 September, 2014, the Royalties and Management Fees due in respect of any Financial Year shall be due and payable annually within 5 Business Days following the date on which the Agents shall have received the Performance Indicator Report verified and confirmed or, as the case may be, validated by the Expert as provided in article 3.1 (Performance Indicator performance). 3.2.1 Financial Years 2005 to 2009 Notwithstanding any contrary provision in the Licence Agreement, Euro Disney’s articles of association or the Letters, with effect from the Financial Year commencing on 1 October, 2004, payment of the Royalties and Management Fees due in respect of each Financial Year 2005 to 2009 inclusive, shall be deferred in a total amount of € 25 million, excluding tax, per Financial Year (representing, in aggregate, € 125 million excluding tax). The amount of the deferral for each such Financial Year: (a) shall be applied first to the Management Fees due in respect of the relevant Financial Year, and (b) shall constitute Subordinated Long Term Debt bearing interest annually at 12 month EURIBOR. 3.2.2 Financial years 2007 to 2014 Notwithstanding any contrary provision in the Licence Agreement, Euro Disney’s Articles of Associations or the Letters, with effect from the Financial Year commencing on 1 October, 2006, and without prejudice to the provisions of Article 3.2.1 (Financial Years 2005 to 2009) in respect of the Financial Years 2007, 2008 and 2009, payment of the Royalties and Management Fees due in respect of Financial Years 2007 to 2014 inclusive shall, if the Performance Indicator or, as the case may be, the pro forma Performance Indicator for the relevant Financial Year is less than the reference Performance Indicator n°1 for such Financial Year stipulated in schedule 2, be deferred in an amount equal to such difference but without exceeding € 25 million excluding tax per Financial Year. The amount so deferred for each such Financial Year: (a) shall be applied first to the Management Fees due in respect of the relevant Financial Year, and (b) shall constitute Subordinated Long Term Debt bearing interest annually at 12 month EURIBOR.
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Royalties and Management Fees. The Royalties and Management Fees due in respect of the 2004 Financial Year, representing approximately € 60 million (to be confirmed on the basis of the audited accounts for the 2004 Financial Year) shall be due and payable on the Share Capital Increase Date or not later than the expiry of the 30 day-period specified in article 7.7 (Termination).
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Royalties and Management Fees. 1. Royalties and management fees arising in a Contracting State which are derived and beneficially owned by a resident of the other Contracting State may be taxed in that other State. 2. Royalties derived and beneficially owned by a resident of a Contracting State may also be taxed in the Contracting State in which they arise and according to the law of that State, but the tax so charged shall not exceed 15 per cent of the gross amount of the royalties. 3. Management fees derived and beneficially owned by a resident of a Contracting State may also be taxed in the Contracting State in which they arise and according to the law of that State, but the tax so charged shall not exceed 15 per cent of the net amount of the management fees after deduction of any amount allowed as expenses against those management fees in computing the tax payable thereon in the first-mentioned Contracting State. (a) The term “royalties” as used in this Article means payments of any kind received as a consideration for the use of, or the right to use, any copyright of literary, artistic or scientific work (including cinematograph films and films or tapes for radio or television broadcasting), any patent, trade mark, design or model, plan, secret formula or process. or for the use of, or the right to use, industrial, commercial or scientific equipment, or for information concerning industrial, commercial or scientific experience but does not include royalties or other amounts paid in respect of the extraction or removal of natural resources.
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Royalties and Management Fees. 1. Royalties and management fees arising in a Contracting State and paid to a resident of the other Contracting State may be taxed in that other State. 2. However, such payments may be taxed in the Contracting State in which they arise, and according to the laws of that State, but the tax so charged shall not exceed 15 percent of the gross amount of the payments. 3. The term "royalties" as used in this Article means payments of any kind received as a consideration for the use of, or the right to use, any copyright of literary, artistic or scientific work (including cinematograph films, and films or tapes for radio or television broadcasting), any patent, trade mark, design or model, plan, secret formula or process, or for the use of, or the right to use, industrial, commercial or scientific equipment, or for information, concerning industrial, commercial or scientific experience. 4. The term "management fees" as used in this Article shall be deemed to include payments of any kind to any persons other than to an employee of the person making the payments in consideration of any services of a managerial, technical or consultancy nature as well as payments made in consideration of the independent activities of physicians, lawyers, engineers, architects, dentists and accountants. 5. The provisions of paragraphs 1 and 2 shall not apply if the recipient of the royalties or management fees, being a resident of a Contracting State, has in the other Contracting State in which the royalties or management fees arise a permanent establishment with which the right or property giving rise to the royalties is effectively connected or to which the management fees are attributable; in such a case, the provisions of Article 7 shall apply. 6. Royalties and management fees shall be deemed to arise in a Contracting State when the payer is that Contracting State itself, a political subdivision, a local authority or a resident of that State. Where, however, the person paying the royalties or management fees, whether he is a resident of a Contracting State or not, has in a C ontracting State a permanent establishment in connection with which the liability to pay the royalties or management fees was incurred, and such royalties or management fees are borne by such permanent establishment, such royalties or management fees shall be deemed to arise in the Contracting State in which the permanent establishment is situated. 7. Where, owing to a special relationship between the payer a...
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Royalties and Management Fees. With effect from the Financial Year commencing on 1 October, 2004 and until and including the Financial Year ending on 30 September, 2014, the Royalties and Management Fees due in respect of any Financial Year shall be due and payable annually within 5 Business Days following the date on which the Agents shall have received the Performance Indicator Report verified and confirmed or, as the case may be, validated by the Expert as provided in article 3.1 (Performance Indicator performance). 3.2.1 Financial Years 2005 to 2009 (a) shall be applied first to the Management Fees due in respect of the relevant Financial Year, and (b) shall constitute Subordinated Long Term Debt bearing interest annually at 12 month EURIBOR. 3.2.2 Financial years 2007 to 2014 3.2.1 ( Financial Years 2005 to 2009) in respect of the Financial Years 2007, 2008 and 2009, payment of the Royalties and Management Fees due in respect of Financial Years 2007 to 2014 inclusive shall, if the Performance Indicator or, as the case may be, the pro forma Performance Indicator for the relevant Financial Year is less than the reference Performance Indicator n°1 for such Financial Year stipulated in schedule 2, be deferred in an amount equal to such difference but without exceeding € 25 million excluding tax per Financial Year. The amount so deferred for each such Financial Year: (a) shall be applied first to the Management Fees due in respect of the relevant Financial Year, and (b) shall constitute Subordinated Long Term Debt bearing interest annually at 12 month EURIBOR.”
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Royalties and Management Fees of the Memorandum of Agreement being terminated in accordance with the provisions of article 7.7 (Termination) of the Memorandum of Agreement. The provisions of this letter are governed by French law and shall be interpreted in accordance therewith. Any dispute relating thereto will be submitted to the competent courts within the jurisdiction of the Paris Court of Appeal. Euro Disney S.A.S. by in its capacity as manager of Euro Disney Associés S.C.A. by Accepted in the name and on behalf of the Phase IA Banks party to the Phase IA Credit Facility Agreement BNP Paribas in its capacity as Agent by Accepted in the name and on behalf of the Phase XX Xxxxx and Phase IB Lenders party to the Phase IB Credit Facility Agreement and Phase IB Advances Agreement and in the name of the IA Partners party to the Phase IA Partners Advances Agreement CALYON in its capacity as Agent by Accepted Caisse des Dépôts et Consignations by Euro Disney S.C.A. Immeubles Administratifs Route Nationale 34 77700 Chessy Dear Sirs, Re: Management Fees We refer to:
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Royalties and Management Fees of the Memorandum of Agreement being terminated in accordance with the provisions of article 7.7 (Termination) of the Memorandum of Agreement. This letter is signed in the French language. In case of discrepancy between the French text and any other version which may exist in any other language, the French text shall prevail. The provisions of this letter are governed by French law. Any dispute relating thereto will be referred to the Paris Commercial Court. Yours truly, Reference IP n° 1 282.5 305.4 313.1 317.2 340.6 352.7 365.8 380.6 EURO DISNEY S.A.S. (the « Management Company ») and EURO DISNEY ASSOCIES S.C.A. (the « Operating Company»)
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Royalties and Management Fees. 1. Royalties and management fees arising in a Contracting State which are derived and beneficially owned by a resident of the other Contracting State may be taxed in that other State. 2. Royalties derived and beneficially owned by a resident of a Contracting State may also be taxed in the Contracting State in which they arise and according to the law of that State, but the tax so charged shall not exceed 15 per cent of the gross amount of the royalties. 3. Management fees derived and beneficially owned by a resident of a Contracting State may also be taxed in the Contracting State in which they arise and according to the law of that State, but the tax so charged shall not exceed 15 per cent of the net amount of the management fees after deduction of any amount allowed as expenses against those management fees in computing the tax payable thereon in the first-mentioned Contracting State. (a) The term "royalties" as used in this Article means payments of any kind received as a consideration for the use of, or the right to use, any copyright of literary, artistic or scientific work (including cinematograph films and films or tapes for radio or television broadcasting), any patent, trade mark, design or model, plan, secret formula or process, or for the use of, or the right to use, industrial, commercial or scientific equipment, or for information concerning industrial, commercial or scientific experience but does not include royalties or other amounts paid in respect of the extraction or removal of natural resources. (b) The term "management fees" as used in this Article means payments of any kind to any person, other than to an employee of the person making the payments, for, or in respect of, the provisions of industrial, scientific or commercial advice, or management or technical services, or similar services or facilities, but it does not include payments for independent personal services mentioned in Article 15. 5. Notwithstanding the provisions of paragraph 2 of this Article, copyright royalties and other like payments in respect of the production or reproduction of any literary, artistic or scientific work (excluding royalties and like payments in respect of cinematograph films and films or tapes for radio or television broadcasting) arising in a Contracting State and which are derived and beneficially owned by a resident of the other Contracting State shall be exempt from tax in the first-mentioned Contracting State. 6. The provisions of paragraphs 1,...
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Related to Royalties and Management Fees

  • Development Fees 1. To assist the City in meeting expenses resulting from ongoing development, Owner shall pay development fees as follows, as set forth in the Tables below. These amounts are those in effect upon the execution of this Agreement and are subject to the annual Adjustment Factor, as defined herein, implemented each subsequent year on July 1, beginning July 1, 2023. Table A DEVELOPMENT FEES AMOUNT DEVELOPMENT FEES AMOUNT DEVELOPMENT FEES AMOUNT 2. All Table A and Table B Development Fees shall be collected at the time of obtaining a building permit and placed in separate interest bearing accounts established for each of the designated categories (i.e. Police, Fire, Recreation, Public Works and Community Facilities). The City may expend the development funds for any purposes designed to provide 3. Notwithstanding any provision to the contrary contained within this Agreement, the Development Fees are being paid in lieu of any other impact fees, development fees or any other similar fees presently existing or adopted by the City at any time hereafter during the term of this Agreement; provided, however, the Owner and/or Developer(s) shall be subject to the payment of any and all present or future permitting fees enacted by the City that are of City-wide application and that relate to processing applications, development permits, building permits, review of plans, or inspections (but no other capital improvement related impact, development or other extractions). 4. Except as set forth in this Agreement, nothing herein shall be construed as relieving the Owner, Developer, a Secondary Developer, a Builder, or their successors, and assigns, from payment of any such fees or charges as may be assessed by entities other than the City. It is the intent of the parties that the fees and obligations contemplated by this Agreement are the only obligations which will be imposed upon the Property however, the provisions of this paragraph shall not preclude the City or another governmental authority from imposing a fee for services or improvements contemplated under this Agreement which are imposed on a consistent basis throughout the area regulated by such governmental authority imposing such obligations. The City or other governing body shall not be precluded by this Agreement from charging fees for delivery of services to citizens or residents (i.e., an EMS response fee or the like), nor from charging fees statutorily authorized in the future (i.e., a real estate transfer fee or the like) which are not collected as a prerequisite to approval of a plat, plan, or construction. The City shall, at Owner/Developer’s request, together with Owner/Developer, challenge any developer fee, impact fee or other obligation imposed by other governmental authorities to the extent that such fees or obligations are not specifically permitted to be imposed pursuant to the terms of this Agreement. 5. The parties hereto recognize that Jasper County may, now or in the future, impose certain development impact fees upon the Property. The intent hereof is that the Owner shall not be charged in both jurisdictions for the same impact fee (development fee) categories, however, should a dispute arise as to whether Owner/Developer shall pay fees to the County or to the City, the Owner/Developer shall be responsible for settling such dispute with each party. The City shall not offset any development fee contained herein against such fees payable to Jasper County. The same principle shall apply regarding all applicable Development Fee categories hereunder, and any such future agreement shall not be deemed a material amendment or breach hereof. If the City becomes involved in litigation or challenge at the request of the Owner/Developer and/or the City becomes a party to ligitation or challenge at the request of the Owner/Developer, the Owner/Developer shall reimburse the City for all costs associated with such challenge and may be required to make a deposit of such in advance with the City. 6. Any Development Fees paid and/or credits for Development Fees with respect to property conveyed, services performed and/or money paid as provided in this Agreement may be assigned by the Owner and/or Developer(s) owning such credits and all such credits shall remain valid until utilized. The City shall recognize all such written assignments of such rights as long as the City has been given an opportunity to review such assignments for accuracy prior to such assignment and shall credit same against any Development Fees which are owed pursuant to this Agreement. 7. For those units that may qualify for Attainable Housing Reductions, the Owner, or authorized agent, shall pay the Table A City Development Fees upon the issuance of a building permit. At the time a Certificate of Occupancy is granted, the Owner, or authorized agent, will provide to the City a copy of the sales contract. If the base sales price meets the criteria for Attainable Housing as defined herein, then the Owner, or authorized agent, is eligible for reduced Development Fees Upon submittal of a closing statement showing a qualifying base sales price, the City shall calculate the credit amount based upon the reduced amounts identified in Table A- 1. The reduced amount from the year shown on the closing statement shall apply. Owner, or authorized agent, may receive a refund for fees paid in excess or held as a credit for payment for future units. If Owner, or authorized agent, does not submit a request for refund within six (6) months of the closing, that Owner, or authorized agent, will no longer be eligible for the reduced Development Fees. Table B and Table C shall not qualify for Attainable Housing Reductions. 8. The Development Fees set forth in the Fee Chart are based upon 2022 figures. The Development Fee amounts shall be increased annually according to the Adjustment Factor. 9. The City, County, or other governmental entity, may establish, solely or in conjunction with each other, a Tax Increment, fee in lieu of tax (FILOT), Multi-County Business Park, or any other special tax district or financing vehicle authorized by applicable provisions of the Code of Laws of South Carolina (1976), as amended, which does not impose additional ad valorem taxes or assessments against the Project. The establishment by the City, County, or other governmental entity, solely or in conjunction with each other, of a special tax district or financing vehicle authorized by applicable provisions of the Code of Laws of South Carolina (1976), as amended, which increases the assessments within the Property solely, shall require the consent of the Owner or Secondary Developer unless such increase is otherwise expressly permitted pursuant to the terms of this Agreement. It is acknowledged that at the written election of Owner, a Municipal Improvement District may be implemented with the consent of the City for the Project as set forth in this Agreement. 10. Owner agrees to pay the actual costs and reasonable, actual expenses of the City’s consultants and professionals incurred in negotiating, processing and evaluating the Development Agreement, as amended hereby, the PDD, and any other related documents (i.e. Assignments and Estoppel letters) as contemplated and provided for in this Agreement. City will provide sufficient documentation of these charges. Owner shall pay such fees within sixty (60) days of the delivery by City of the invoice(s).

  • Management Fees (a) In consideration of the services provided by the Investment Manager, each class of a Fund shall pay to the Investment Manager a management fee that is calculated as described in this Section 6 using the fee schedules described herein.

  • Property Management Fee For its services in managing the day-to-day operations of the Property in accordance with the terms of this Agreement, Company shall pay to Property Manager an annual property management fee (the “Property Management Fee”) equal to 4.0% of the Gross Revenue (as hereinafter defined). The Property Management Fee shall be prorated for any partial year and shall be payable in equal monthly installments, in advance. The Property Management Fee shall be payable on the first day of each month from the Operating Account or from other funds timely provided by the Company. Upon the expiration or earlier termination of this Agreement, the parties will prorate the Property Management Fee on a daily basis to the effective date of such expiration or termination. For purposes of this Agreement, the term “Gross Revenue” shall mean all gross collections from the operations of the Property, including, without limitation, rental receipts, late fees, application fees, pet fees, damages, lease buy-out payments, reimbursements by Tenants for common area expenses, operating expenses and taxes and similar pass-through obligations paid by Tenants, but shall expressly exclude (i) security deposits received from Tenants and interest accrued thereon for the benefit of the Tenants until such deposits or interest are included in the taxable income of the Company; (ii) advance rents (but not lease buy-out payments) until the month in which payments are to apply as rental income; (iii) reimbursements by Tenants for work done for a particular Tenant; (iv) proceeds from the sale or other disposition of all or any portion of the Property; (v) insurance proceeds received by the Company as a result of any insured loss (except proceeds from rent insurance or the excess of insurance proceeds for repairs over the actual costs of such repairs); (vi) condemnation proceeds not attributable to rent; (vii) capital contributions made by the Company; (viii) proceeds from capital, financing and any other transactions not in the ordinary course of the operation of the Property; (ix) income derived from interest on investments or otherwise; (x) abatement of taxes, awards arising out of takings by eminent domain and discounts and dividends on insurance policies; and (xi) rental concessions not paid by third parties.

  • Development Fee A fee for the packaging of a Property or Mortgage, including the negotiation and approval of plans, and any assistance in obtaining zoning and necessary variances and financing for a specific Property, either initially or at a later date.

  • INVESTMENT ADVISORY AND MANAGEMENT FEE (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Fund and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Fund and as required under any expense limitation applicable to the Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Fund over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

  • Asset Management Fees (i) Except as provided in Section 8.03(ii) hereof, the Company shall pay the Advisor as compensation for the services described in Section 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 0.75% of the sum of the Cost of Real Estate Investments and the Cost of Loans and other Permitted Investments. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period. The Asset Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The Asset Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the Asset Management Fees not taken as to any period shall be deferred without interest and may be paid in such other fiscal period as the Advisor shall determine. (ii) Notwithstanding anything contained in Section 8.03(i) to the contrary, a Property, Loan or other Permitted Investment that has suffered an impairment in value, reduction in cash flow or other negative circumstances may either be excluded from the calculation of the Cost of Real Estate Investments or the Cost of Loans and other Permitted Investments or included in such calculation at a reduced value that is recommended by the Advisor and the Company's management and then approved by a majority of the Company's independent directors, and the resulting change in the Asset Management Fee with respect to such investment will be applicable upon the earlier to occur of the date on which (i) such investment is sold, (ii) such investment is surrendered to a Person other than the Company, its direct or indirect wholly owned subsidiary or a Joint Venture or partnership in which the Company has an interest, (iii) the Advisor determines that it will no longer pursue collection or other remedies related to such investment, or (iv) the Advisor recommends a revised fee arrangement with respect to such investment.

  • 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.

  • 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:

  • Permit Fees All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the construction Contractor.

  • Service Fees Pricing and procedure details provided in the original signed agreement.

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