Services Fees and Expenses. 4.1 Services Fees, Expenses and Applicable Taxes. For the Services provided by OT, Customer agrees to pay OT: (a) the Services fees set forth in the applicable SOW (“Services Fees”), (b) the travel, accommodation, lodging and out-of-pocket expenses reasonably incurred by OT in the course of providing the Services (“Expenses”), and (c) any applicable sales, use, consumption, goods and services, and value-added taxes imposed by the appropriate governments arising out of the provision of services under this Agreement, except taxes imposed on OT's income (“Applicable Taxes”).
Services Fees and Expenses. Upon delivery of each of the respective Deliverables provided by PDF hereunder, Toshiba shall pay to PDF the fees specified to the extent and in the manner set forth in the Statement of Work ("FEES"), and shall reimburse PDF for its out-of-pocket expenses incurred in carrying out its obligations under this Agreement including, but not limited to, travel, hotel, meal, document production, equipment and other expenses directly related to the services performed hereunder further subject to the terms and conditions set forth in the Statement of Work ("EXPENSES"). In no event shall the Expenses for which Toshiba shall be liable hereunder exceed any limitation on Expenses specified in the Statement of Work without written agreement from Toshiba. PDF shall use reasonable and diligent efforts to deliver the Deliverables hereunder within the estimated expenses and time schedule specified in the Statement of Work.
Services Fees and Expenses. 4.1 Services Fees, Expenses and Applicable Taxes. For the Services provided by OT, Xxxxxxxx agrees to pay OT: (a) the Services fees set forth in the applicable SOW (“Services Fees”),
Services Fees and Expenses. Except as otherwise set forth in an Order therefor, DocStar provides and invoices for Professional Services on a time and materials basis periodically as work is performed with payment due under the terms described therein. DocStar reserves the right to withhold Professional Services while any Professional Services fees remain overdue, except for fees that are the subject of a bona fide dispute communicated to DocStar in writing. Customer will reimburse DocStar for reasonable out-of-pocket expenses incurred by DocStar to perform the Professional Services except as set forth in an Order.
Services Fees and Expenses. (1) The Company shall pay a monthly fee (the “Monthly Services Fee”) to HD Services for the Services provided to the Company, with the exception of those Services described in Section 3.01(4) which services shall be excluded from the Monthly Services Fee. The Monthly Services Fee shall be calculated on the basis of the time spent by HD Services employees and other staff providing such Services based on the rates set out in the HD Services Charge-Out Rates Schedule attached hereto as Annexure C, which rates may be amended from time to time by HD Services by providing to the Company, on not less than thirty (30) days advance notice, an updated HD Services Charge-Out Rate Schedule.
(2) The estimated fees payable by the Company to HD Services in accordance with Section 3.01(1) shall be included in the budget forming part of any Program approved by the Company in accordance with Section 2.04.
(3) HD Services shall promptly notify the Company of any material departure from the budget of an adopted Program (a “material departure” for such purposes being an increase above budgeted costs of more than fifteen percent (15%)). Amendments to a Program must be agreed to in writing by the Company and HD Services, including amendments to the budget, failing which the Company may terminate the relevant Program and, in the event of a material departure, may terminate this Agreement in accordance with Section 8.02. Notwithstanding the foregoing but without derogating from the provisions of Section 5.05, HD Services shall not be required to itself bear the cost of any material departures. Nothing contained in this Agreement shall oblige HD Services, in the absence of express agreement to the contrary, to incur any indebtedness for or on behalf of, or advance any credit to the Company.
(4) The Company shall pay an annual fee (the “Annual Communications Fee”) to HD Services in respect of the Services which relate to public relations, investor communications and branding of the Company and HD Services, including, without limitation, conference fees, promotional materials, and website services, but excludes the time spent by HD Services employees in providing the public relations, investor communications and branding services. The Annual Communications Fee shall be calculated on an annual basis in advance as of December 31 for the upcoming year and shall reflect the Company’s pro rata share of the anticipated public relations, investor communications and branding costs of the Com...
Services Fees and Expenses. 4.1 For the Services provided by F5, Customer agrees to pay F5 the fees set forth in a quote issued by F5 to Customer or as otherwise agreed to by F5 and Customer (the “Payment Schedule”) plus any applicable sales or use taxes or other charges as discussed in Section 4.2. Customer also shall reimburse F5 for actual, reasonable travel and out-of-pocket expenses incurred in accordance with F5’s business expense policy.
4.2 The amounts payable to F5 set forth in the Payment Schedule are exclusive of any sales or use or other taxes or governmental charges. Customer shall be responsible for payment of all such taxes or charges except for any taxes based solely on F5's net income. If Customer is required to pay any taxes based on this Section 4.2, Customer shall pay such taxes with no reduction or offset in the amounts payable to F5 hereunder.
Services Fees and Expenses. SECTION 8.1. In consideration of the Service Provider providing the Services to each Party Subsidiary, each such Party Subsidiary shall pay the Service Provider the following fees (together, the “Services Fees” and, on a per Party Subsidiary/Vessel basis, the “Service Fee”):
(a) monthly in arrears, a fee in United States Dollars equal to 0.60% calculated on the aggregate of the gross freight, demurrage, charter hire, ballast bonus or other income obtained for the employment of the Vessel of the relevant Party Subsidiary during the term hereof, payable to the Service Provider, only to the extent such freight, demurrage, charter hire, ballast bonus or other income, as the case may be, is received as revenue; and
(b) on each Payment Date falling after the date of this Agreement a fee equal to the Applicable Fraction of US$625,000 payable in cash; and
(c) on each Payment Date falling after the date of this Agreement, a fee in United States Dollars (the “Relevant Fee”) equal to the Applicable Fraction of: A x B PROVIDED HOWEVER, that the Service Provider has the right to request in writing (the “Share Request”) to receive from each Party Subsidiary instead of the Relevant Fee payable by such Party Subsidiary for such Payment Date, a number of common stock of the Parent equal to the Applicable Fraction of B for such Payment Date. Upon receipt of a Share Request by a Party Subsidiary, such Party Subsidiary shall pay the appropriate Relevant Fee to the Parent and shall procure that the Parent shall as soon as possible (i) deliver the relevant common stock to the Service Provider, (ii) advise the Transfer Agent accordingly and (ii) deliver to the Service Provider a duly executed Registration Rights Agreement providing for the transferability of such common stock to any of the Konstantakopoulos Entities PROVIDED HOWEVER FURTHER that Service Provider is aware and acknowledges that there are limitations and restrictions on the circumstances under which it may offer to sell, transfer or otherwise dispose of the common stock to be acquired by it including certain restrictions on transfer under the applicable securities laws.
SECTION 8.2. For the purposes of Section 8.1, the following terms shall have the following meanings:
Services Fees and Expenses. 3.1 For the Services and Deliverables provided by CSTMR, Client agrees to pay CSTMR the fees set forth in any SOW (the “Payment Schedule”) plus any applicable tax or expenses as provided herein or by any SOW. Client shall reimburse CSTMR for prior approved reasonable travel and other out-of-pocket expenses incurred in the course of providing Services to Client. All fees and expenses are non-refundable except as expressly set forth in Section 6 below.
3.2 The amounts payable to CSTMR set forth in the Payment Schedule are exclusive of any sales or use or other taxes or governmental charges. Client shall be responsible for payment of all such taxes or charges except for any taxes based solely on CSTMR’s net income. If Client is required to pay any taxes based on this Section 3.2, Client shall pay such taxes with no reduction or offset in the amounts payable to CSTMR hereunder. Client agrees to pay, and to indemnify and hold CSTMR harmless from, any sales, use, excise, import or export, stamp, value added or similar tax or duty not based on CSTMR’s income, property values, and business license taxes, as well as the collection or withholding thereof, including penalties and interest, and all government permit or license fees and all customs or similar fees, levied upon the performance of the Services by CSTMR hereunder. The Parties shall, at their own option and expense, have the right to seek administrative relief, a ruling, judicial review or other appropriate review (in a manner deemed appropriate by the Party seeking such determination), as to the applicability of any tax, penalty or interest, or to protest any assessment and control any legal challenge to such assessment, but shall be liable hereunder for any such amount ultimately determined to be due. The Parties agree to cooperate and provide reasonable documentation toward the resolution of tax audits conducted by government taxing authorities relating to purchases under this Agreement.
Services Fees and Expenses. 3.1 For the Services provided by F5, Customer agrees to pay F5 $375.00 per hour for the Services. The minimum charge is for two (2) hours work. After two (2) hours, F5 will charge in fifteen (15) minute increments. Customer shall reimburse F5 for actual, reasonable out- of-pocket expenses incurred, if any.
3.2 The amounts payable to F5 are exclusive of any sales or use or other taxes or governmental charges. Customer shall be responsible for payment of all such taxes or charges except for any taxes based solely on F5's net income. If Customer is required to pay any taxes based on this Section 3.2, Customer shall pay such taxes with no reduction or offset in the amounts payable to F5 hereunder.
Services Fees and Expenses. 4.1 In consideration of Cadence performing the Services the Customer undertakes to pay Cadence the fees and royalties (if any) set out in accordance with and in the manner described in the Payment Schedule. Customer shall also reimburse Cadence for actual, reasonable travel and out-of-pocket expenses incurred for any Services that are performed away from Cadence facilities to the extent agreed by the parties in the relevant Statement of Work.
4.2 In order to provide additional incentive to Cadence in performance of the Services, the Statement of Work may provide for certain milestone events, achievement of which by Cadence shall trigger the obligation by the Customer to pay the applicable milestone payment as listed in the Payment Schedule. Accordingly upon achievement of the application milestone as agreed between the parties, Cadence shall provide to the Customer a statement showing achievement of the milestone and an invoice for the amount of the milestone and an invoice for the amount of the applicable milestone payment in accordance with Clause 4.3 below.
4.3 The amounts payable to Cadence pursuant to this Agreement are exclusive of any Value Added Tax, sales or use, deductions, withholding or other taxes or governmental charges. The Customer shall be responsible for payment of all such taxes or charges except for any taxes based solely upon Cadence's net income.
