The Calculation and Payment of the Service Fees. 2.1 The fees payable by Party B to Party A during the term of this Agreement shall be calculated as follows: 2.1.1 Party B shall pay service fee to Party A in each month. The service fee for each month shall consist of management fee and fee for services provided, which shall be determined by the Parties through negotiation after considering: (1) Complexity and difficulty of the services provided by Party A; (2) Title of and time consumed by employees of Party A providing the services; (3) Contents and value of the services provided by Party A; (4) Market price of the same type of services; (5) Operation conditions of the Party B. 2.1.2 Both Parties agree that, in consideration of the services provided by Party A, Party B shall pay Party A fees (the “Service Fees”) equal to the net income of Party B, which equals the balance of the gross income less the costs of Party B acceptable to the Parties (the “Net Income”). The Service Fees shall be due and payable on a monthly basis. Within 30 days after the end of each month, Party B shall (a) deliver to Party A the management accounts and operating statistics of Party B for such month, including the Net Income of Party B during such month (the “Monthly Net Income”), and (b) pay such Monthly Net Income to Party A (each such payment, a “Monthly Payment”). Within ninety (90) days after the end of each fiscal year, Party B shall (a) deliver to Party A audited financial statements of Party B for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by Party A, and (b) pay an amount to Party A equal to the shortfall, if any, of the aggregate net income of Party B for such fiscal year, as shown in such audited financial statements, as compared to the aggregate amount of the Monthly Payments paid by Party B to Party A in such fiscal year. Party A and Party B further agree that, according to the actual cooperation between Party A and Party B and the revenue and expenditure situation of Party B, the Parties can reasonably adjust the calculation ratio of the Service Fees provided herein, and Party A is entitled to determine, as its sole discretion, whether to permit Party B to defer the payment of part of Service Fees under certain particular circumstances.
Appears in 12 contracts
Samples: Exclusive Business Cooperation Agreement (Hello Group Inc.), Exclusive Business Cooperation Agreement (Hello Group Inc.), Exclusive Business Cooperation Agreement (Hello Group Inc.)
The Calculation and Payment of the Service Fees. 2.1 The fees payable by Party B to Party A during the term of this Agreement shall be calculated as follows:
2.1.1 Party B shall pay service fee to Party A in each month. The service fee for each month shall consist of management fee and fee for services provided, which shall be determined by the Parties through negotiation after considering:
(1) Complexity and difficulty of the services provided by Party A;
(2) Title of and time consumed by employees of Party A providing the services;
(3) Contents and value of the services provided by Party A;
(4) Market price of the same type of services;
(5) Operation conditions of the Party B.
2.1.2 Both Parties agree that, in consideration of the services provided by Party A, Party B shall pay Party A fees (the “Service Fees”) equal to 100% of the consolidated basis net income of Party B, which equals the balance of the gross income less the costs of Party B acceptable to the Parties (the “Net Income”). The Service Fees shall be due and payable on a monthly basis. Within 30 days after the end of each month, Party B shall (a) deliver to Party A the management accounts and operating statistics of Party B for such month, including the Net Income of Party B during such month (the “Monthly Net Income”), and (b) pay 100% of such Monthly Net Income to Party A (each such payment, a “Monthly Payment”). Within ninety (90) days after the end of each fiscal year, Party B shall (a) deliver to Party A audited consolidated financial statements of Party B for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by Party A, and (b) pay an amount to Party A equal to the shortfall, if any, of the aggregate net income of Party B for such fiscal year, as shown in such audited consolidated financial statements, as compared to the aggregate amount of the Monthly Payments paid by Party B to Party A in such fiscal year. Party A and Party B further agree that, according to the actual cooperation between Party A and Party B and the revenue and expenditure situation of Party B, the Parties can reasonably adjust the calculation ratio of the Service Fees provided herein, and Party A is entitled to determine, as its sole discretion, whether to permit Party B to defer the payment of part of Service Fees under certain particular circumstances.
Appears in 3 contracts
Samples: Exclusive Business Cooperation Agreement (Cango Inc.), Exclusive Business Cooperation Agreement (Cango Inc.), Exclusive Business Cooperation Agreement (Cango Inc.)
The Calculation and Payment of the Service Fees. 2.1 The fees payable by Party B to Party A during the term of this Agreement shall be calculated as follows:
2.1.1 Party B shall pay service fee to Party A in each month. The service fee for each month shall consist of management fee and fee for services provided, which shall be determined by the Parties through negotiation after considering:
(1) Complexity and difficulty of the services provided by Party A;
(2) Title of and time consumed by employees of Party A providing the services;
(3) Contents and value of the services provided by Party A;
(4) Market price of the same type of services;
(5) Operation conditions of the Party B.
2.1.2 Both Parties agree that, in consideration of the services provided by Party A, Party B shall pay Party A fees (the “Service Fees”) equal to 100% of the consolidated basis net income of Party B, which equals the balance of the gross income less the costs of Party B acceptable to the Parties (the “Net Income”). The Service Fees shall be due and payable on a monthly basis. Within 30 days after the end of each month, Party B shall (a) deliver to Party A the management accounts and operating statistics of Party B for such month, including the Net Income of Party B during such month (the “Monthly Net Income”), and (b) pay 100% of such Monthly Net Income to Party A (each such payment, a “Monthly Payment”). Within ninety (90) days after the end of each fiscal year, Party B shall (a) deliver to Party A audited consolidated financial statements of Party B for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by Party A, and (b) pay an amount to Party A equal to the shortfall, if any, of the aggregate net income of Party B for such fiscal year, as shown in such audited consolidated financial statements, as compared to the aggregate amount of the Monthly Payments paid by Party B to Party A in such fiscal year. Party A and Party B further agree that, according to the actual cooperation between Party A and Party B and the revenue and expenditure situation of Party B, the Parties can reasonably adjust the calculation ratio of the Service Fees provided herein, and Party A is entitled to determine, as its sole discretion, whether to permit Party B to defer the payment of part of Service Fees under certain particular circumstances.
Appears in 2 contracts
Samples: Exclusive Business Cooperation Agreement (FLJ Group LTD), Exclusive Business Cooperation Agreement (FLJ Group LTD)
The Calculation and Payment of the Service Fees. 2.1 The fees payable by Party B to Party A during the term of this Agreement shall be calculated as follows:
2.1.1 Party B shall pay service fee to Party A in each month. The service fee for each month shall consist of management fee and fee for services provided, which shall be determined by the Parties through negotiation after considering:
(1) Complexity and difficulty of the services provided by Party A;
(2) Title of and time consumed by employees of Party A providing the services;
(3) Contents and value of the services provided by Party A;
(4) Market price of the same type of services;
(5) Operation conditions of the Party B.
2.1.2 Both Parties agree that, in consideration of the services provided by Party A, Party B shall pay to Party A the fees (the “Service Fees”) equal to 96.9% of the net after-tax income determined by U.S. GAAP of Party B, which equals provided that upon mutual discussion between the balance Parties and the prior written consent by Party A, the rate of Service Fees may be adjusted based on the services rendered by Party A in that quarter and the operational needs of Party B. All out-of-pocket expenses (including without limitation the travelling expenses, accommodation, transportation, printing and postage fees etc) that Party A may incur as a result of the gross income less provision of the costs of Services hereunder shall be solely borne by Party B acceptable to the Parties (the “Net Income”). B. The Service Fees shall be due and payable on a monthly quarterly basis. Within 30 ; within 15 working days after the end beginning of each monthquarter, Party B shall (a) deliver to Party A the management accounts and operating statistics of Party B for such monthquarter, including the Net Income after-tax income of Party B during such month quarter (the “Monthly Net Quarterly Income”), and (b) pay 96.9% of such Monthly Net Income Quarterly Income, or other amount agreed by Party A, to Party A (each such payment, a “Monthly Quarterly Payment”). Within ninety (90) days after the end of each fiscal year, Party B shall (a) deliver to Party A audited financial statements of Party B for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by Party A, and (b) pay an amount to Party A equal to the shortfall, if any, of the aggregate net income of Party B for such fiscal year, as shown in such audited financial statements, as compared to the aggregate amount of the Monthly Quarterly Payments paid by Party B to Party A in such fiscal year. Party A and Party B further agree that, according to the actual cooperation between Party A and Party B and the revenue and expenditure situation of Party B, Unless the Parties can reasonably adjust agree otherwise or the calculation ratio of law provides otherwise, the Service Fees payable by Party B hereunder shall not be subject to any deduction or set-off (e.g. bank handling fees etc). The management report, operation data and financial statements provided hereinby Party B shall be true, valid, accurate and complete. If Party A is entitled to determinesuffers any losses as a result of any defect of the aforesaid documents, as its sole discretion, whether to permit Party B shall be fully responsible for such losses. In the event that Party B’s payment obligation hereunder is reduced or released because of the provision by Party B of any fraudulent materials to defer Party A, Party B hereby irrevocably undertakes to compensate Party A accordingly for the payment of part of Service Fees under certain particular circumstancesamount so reduced or released. If Party B is operating at losses determined by U.S. GAAP when Party B is obligated to pay the Services fees to Party A, Party A needs to absorb Party B’s losses and be responsible and required to reimbursement Party B for those losses.
Appears in 2 contracts
Samples: Business Cooperation Agreement (China Xiangtai Food Co., Ltd.), Business Cooperation Agreement (China Xiangtai Food Co., Ltd.)
The Calculation and Payment of the Service Fees. 2.1 The fees payable by Party B to Party A during the term of this Agreement shall be calculated as follows:
2.1.1 Party B shall pay service fee to Party A in each month. The service fee for each month shall consist of management fee and fee for services provided, which shall be determined by the Parties through negotiation after considering:
(1) Complexity and difficulty of the services provided by Party A;
(2) Title of and time consumed by employees of Party A providing the services;
(3) Contents and value of the services provided by Party A;
(4) Market price of the same type of services;
(5) Operation conditions of the Party B.
2.1.2 Both Parties agree that, during the terms of this Agreement, in consideration of the services provided by Party A, Party B shall pay to Party A the fees (the “Service Fees”) equal to 100% of the net income of Party B, which equals is Party B’s earnings before corporate income tax, being the balance monthly revenues after deduction of operating costs, expenses and other taxes; provided that upon mutual discussion between the gross income less Parties and the costs prior consent by Party A, the rate of Service Fees may be adjusted based on the services rendered by Party A in that month and the operational needs of Party B acceptable to the Parties (the “Net Income”). B. The Service Fees shall be due and payable on a monthly basis. Within ; within 30 days after the end of each month, Party B shall (a) deliver to Party A the management accounts and operating statistics of Party B for such month, including the Net Income net income of Party B during such month (the “Monthly Net Income”), and (b) pay 100% of such Monthly Net Income Income, or other amount agreed by Party A, to Party A (each such payment, a “Monthly Payment”). If such earnings after deduction of operating costs, expenses and other legal taxes are zero or negative, Party B is not required to pay the Service Fees; if Party B sustains losses, all such losses will be carried over to the following month(s) and deducted from the following month(s)’ Service Fees. Within ninety (90) days after the end of each fiscal year, Party B shall (a) deliver to Party A audited financial statements of Party B for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by Party A, and (b) pay an amount to Party A equal to the shortfall, if any, of the aggregate net income of Party B for such fiscal year, as shown in such audited financial statements, as compared to the aggregate amount of the Monthly Payments paid by Party B to Party A in such fiscal year. Party A and Party B further agree that, according to the actual cooperation between Party A and Party B and the revenue and expenditure situation of Party B, the Parties can reasonably adjust the calculation ratio of the Service Fees provided herein, and Party A is entitled to determine, as its sole discretion, whether to permit Party B to defer the payment of part of Service Fees under certain particular circumstances.
Appears in 2 contracts
Samples: Exclusive Business Cooperation Agreement (Cornerstone Management, Inc.), Equity Interest Pledge Agreement (Cornerstone Management, Inc.)
The Calculation and Payment of the Service Fees. 2.1 The fees payable by Party B to Party A during the term of this Agreement shall be calculated as follows:
2.1.1 Party B shall pay service fee to Party A in each month. The service fee for each month shall consist of management fee and fee for services provided, which shall be determined by the Parties through negotiation after considering:
(1) Complexity and difficulty of the services provided by Party A;
(2) Title of and time consumed by employees of Party A providing the services;
(3) Contents and value of the services provided by Party A;
(4) Market price of the same type of services;
(5) Operation conditions of the Party B.
2.1.2 Both Parties agree that, in consideration of the services provided by Party A, Party B shall pay to Party A the fees (the “Service Fees”) equal to 100% of the after-tax net income of Party B; however, which equals upon mutual discussion between the balance Parties and the prior written consent by Party A, the rate of Service Fees may be adjusted based on the services rendered by Party A in any particular month and the operational needs of Party B. All out-of-pocket expenses (including without limitation the travelling expenses, accommodation, transportation, printing and postage fees and etc.) that Party A may incur as a result of the gross income less provision of the costs of Services hereunder shall be solely borne by Party B acceptable to the Parties (the “Net Income”). B. The Service Fees shall be due and payable on a monthly basis. Within ; within 30 days after the end of each month, Party B shall (a) deliver to Party A the management accounts and operating statistics of Party B for such month, including the Net Income after-tax net income of Party B during such month (the “Monthly Net Income”), and (b) pay 100% of such Monthly Net Income Income, or other amount agreed by Party A, to Party A (each such payment, a “Monthly Payment”). Within ninety (90) days after the end of each fiscal year, Party B shall (a) deliver to Party A audited consolidated financial statements of Party B for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by Party A, and (b) pay an amount to Party A equal to the shortfall, if any, of the aggregate net income of Party B for such fiscal year, as shown in such audited financial statements, as compared to the aggregate amount of the Monthly Payments paid by Party B to Party A in such fiscal year. Party A and Party B further agree that, according to the actual cooperation between Party A and Party B and the revenue and expenditure situation of Party B, Unless the Parties can reasonably adjust agree otherwise or the calculation ratio of law provides otherwise, the Service Fees payable by Party B hereunder shall not be subject to any deduction or set-off (e.g. bank handling fees etc). The management report, operation data and financial statements provided hereinby Party B shall be true, valid, accurate and complete. If Party A is entitled to determinesuffers any losses as a result of any defect of the aforesaid documents, as its sole discretion, whether to permit Party B shall be fully responsible for such losses. In the event that Party B’s payment obligation hereunder is reduced or released because of the provision by Party B of any fraudulent materials to defer Party A, Party B hereby irrevocably undertakes to compensate Party A accordingly for the payment of part of Service Fees under certain particular circumstancesamount so reduced or released.
Appears in 1 contract
The Calculation and Payment of the Service Fees. 2.1 The fees payable by Party B to Party A during the term of this Agreement shall be calculated as follows:
2.1.1 Party B shall pay service fee to Party A in each month. The service fee for each month shall consist of management fee and fee for services provided, which shall be determined by the Parties through negotiation after considering:
(1) Complexity and difficulty of the services provided by Party A;
(2) Title of and time consumed by employees of Party A providing the services;
(3) Contents and value of the services provided by Party A;
(4) Market price of the same type of services;
(5) Operation conditions of the Party B.
2.1.2 Both Parties agree that, in consideration of the services provided by Party A, Party B shall pay to Party A the fees (the “Service Fees”) equal to 100% of the after-tax net income of Party B; however, which equals upon mutual discussion between the balance Parties and the prior written consent by Party A, the rate of Service Fees may be adjusted based on the gross income less services rendered by Party A in any particular month and the costs operational needs of Party B acceptable to B. All out-of-pocket expenses (including without limitation the Parties (travelling expenses, accommodation, transportation, printing and postage fees and etc.) in connection with the “Net Income”)performance of this Agreement shall be borne by the Party that incurs such expenses. The Service Fees shall be due and payable on a monthly basis. Within ; within 30 days after the end of each month, Party B shall (a) deliver to Party A the management accounts and operating statistics of Party B for such month, including the Net Income after-tax net income of Party B during such month (the “Monthly Net Income”), and (b) pay 100% of such Monthly Net Income Income, or other amount agreed by Party A, to Party A (each such payment, a “Monthly Payment”). Within ninety (90) days after the end of each fiscal year, Party B shall (a) deliver to Party A audited consolidated financial statements of Party B for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by Party A, and (b) pay an amount to Party A equal to the shortfall, if any, of the aggregate net income of Party B for such fiscal year, as shown in such audited financial statements, as compared to the aggregate amount of the Monthly Payments paid by Party B to Party A in such fiscal year. Party A and Party B further agree that, according to the actual cooperation between Party A and Party B and the revenue and expenditure situation of Party B, Unless the Parties can reasonably adjust agree otherwise or the calculation ratio of law provides otherwise, the Service Fees payable by Party B hereunder shall not be subject to any deduction or set-off (e.g. bank handling fees etc). The management report, operation data and financial statements provided hereinby Party B shall be true, valid, accurate and complete. If Party A is entitled to determinesuffers any losses as a result of any defect of the aforesaid documents, as its sole discretion, whether to permit Party B shall be fully responsible for such losses. In the event that Party B’s payment obligation hereunder is reduced or released because of the provision by Party B of any fraudulent materials to defer Party A, Party B hereby irrevocably undertakes to compensate Party A accordingly for the payment of part of Service Fees under certain particular circumstancesamount so reduced or released.
Appears in 1 contract
The Calculation and Payment of the Service Fees. 2.1 The fees payable by Party B to Party A during the term of this Agreement shall be calculated as follows:
2.1.1 Party B shall pay service fee to Party A in each month. The service fee for each month shall consist of management fee and fee for services provided, which shall be determined by the Parties through negotiation after considering:
(1) Complexity and difficulty of the services provided by Party A;
(2) Title of and time consumed by employees of Party A providing the services;
(3) Contents and value of the services provided by Party A;
(4) Market price of the same type of services;
(5) Operation conditions of the Party B.
2.1.2 Both Parties agree that, in consideration of the services provided by Party A, Party B shall pay to Party A the fees (the “Service Fees”) equal to 100% of the after-tax net income of Party B; however, which equals upon mutual discussion between the balance Parties and the prior written consent by Party A, the rate of Service Fees may be adjusted based on the services rendered by Party A in that month and the operational needs of Party B. All out-of-pocket expenses (including without limitation the travelling expenses, accommodation, transportation, printing and postage fees and etc.) that Party A may incur as a result of the gross income less provision of the costs of Services hereunder shall be solely borne by Party B acceptable to the Parties (the “Net Income”). B. The Service Fees shall be due and payable on a monthly basis. Within ; within 30 days after the end of each month, Party B shall (a) deliver to Party A the management accounts and operating statistics of Party B for such month, including the Net Income after-tax net income of Party B during such month (the “Monthly Net Income”), and (b) pay 100% of such Monthly Net Income Income, or other amount agreed by Party A, to Party A (each such payment, a “Monthly Payment”). Within ninety (90) days after the end of each fiscal year, Party B shall (a) deliver to Party A audited financial statements of Party B for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by Party A, and (b) pay an amount to Party A equal to the shortfall, if any, of the aggregate net income of Party B for such fiscal year, as shown in such audited financial statements, as compared to the aggregate amount of the Monthly Payments paid by Party B to Party A in such fiscal year. Party A and Party B further agree that, according to the actual cooperation between Party A and Party B and the revenue and expenditure situation of Party B, Unless the Parties can reasonably adjust agree otherwise or the calculation ratio of law provides otherwise, the Service Fees payable by Party B hereunder shall not be subject to any deduction or set-off (e.g. bank handling fees etc). The management report, operation data and financial statements provided hereinby Party B shall be true, valid, accurate and complete. If Party A is entitled to determinesuffers any losses as a result of any defect of the aforesaid documents, as its sole discretion, whether to permit Party B shall be fully responsible for such losses. In the event that Party B’s payment obligation hereunder is reduced or released because of the provision by Party B of any fraudulent materials to defer Party A, Party B hereby irrevocably undertakes to compensate Party A accordingly for the payment of part of Service Fees under certain particular circumstancesamount so reduced or released.
Appears in 1 contract
The Calculation and Payment of the Service Fees. 2.1 The fees payable by Party B to Party A during the term of this Agreement shall be calculated as follows:
2.1.1 Party B shall pay service fee to Party A in each month. The service fee for each month shall consist of management fee and fee for services provided, which shall be determined by the Parties through negotiation after considering:
(1) Complexity and difficulty of the services provided by Party A;
(2) Title of and time consumed by employees of Party A providing the services;
(3) Contents and value of the services provided by Party A;
(4) Market price of the same type of services;
(5) Operation conditions of the Party B.
2.1.2 Both Parties agree that, in consideration of the services provided by Party A, Party B shall pay Party A fees (the “"Service Fees”") equal to 100% of the net income of Party B, which equals the balance of the gross income less the costs of Party B acceptable to the Parties (the “"Net Income”"). The Service Fees shall be due and payable on a monthly basis. Within 30 days after the end of each month, Party B shall (a) deliver to Party A the management accounts and operating statistics of Party B for such month, including the Net Income of Party B during such month (the “"Monthly Net Income”"), and (b) pay 100% of such Monthly Net Income to Party A (each such payment, a “"Monthly Payment”"). Within ninety (90) days after the end of each fiscal year, Party B shall (a) deliver to Party A audited financial statements of Party B for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by Party A, and (b) pay an amount to Party A equal to the shortfall, if any, of the aggregate net income of Party B for such fiscal year, as shown in such audited financial statements, as compared to the aggregate amount of the Monthly Payments paid by Party B to Party A in such fiscal year. Party A and Party B further agree that, according to the actual cooperation between Party A and Party B and the revenue and expenditure situation of Party B, the Parties can reasonably adjust the calculation ratio of the Service Fees provided herein, and Party A is entitled to determine, as its sole discretion, whether to permit Party B to defer the payment of part of Service Fees under certain particular circumstances.
Appears in 1 contract
Samples: Exclusive Business Cooperation Agreement (Mondas Minerals Corp.)
The Calculation and Payment of the Service Fees. 2.1 The fees payable by Party B to Party A during the term of this Agreement shall be calculated as follows:
2.1.1 Party B shall pay service fee to Party A in each month. The service fee for each month shall consist of management fee and fee for services provided, which shall be determined by the Parties through negotiation after considering:
(1) Complexity and difficulty of the services provided by Party A;
(2) Title of and time consumed by employees of Party A providing the services;
(3) Contents and value of the services provided by Party A;
(4) Market price of the same type of services;
(5) Operation conditions of the Party B.
2.1.2 Both Parties agree that, in consideration of the services provided by Party A, Party B shall pay to Party A the fees (the “Service Fees”) equal to 90.2077% of the net after-tax income determined by U.S. GAAP of Party B, which equals provided that upon mutual discussion between the balance Parties and the prior written consent by Party A, the rate of Service Fees may be adjusted based on the services rendered by Party A in that quarter and the operational needs of Party B. All out-of-pocket expenses (including without limitation the travelling expenses, accommodation, transportation, printing and postage fees etc) that Party A may incur as a result of the gross income less provision of the costs of Services hereunder shall be solely borne by Party B acceptable to the Parties (the “Net Income”). B. The Service Fees shall be due and payable on a monthly quarterly basis. Within 30 ; within 15 working days after the end beginning of each monthquarter, Party B shall (a) deliver to Party A the management accounts and operating statistics of Party B for such monthquarter, including the Net Income after-tax income of Party B during such month quarter (the “Monthly Net Quarterly Income”), and (b) pay 90.2077% of such Monthly Net Income Quarterly Income, or other amount agreed by Party A, to Party A (each such payment, a “Monthly Quarterly Payment”). Within ninety (90) days after the end of each fiscal year, Party B shall (a) deliver to Party A audited financial statements of Party B for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by Party A, and (b) pay an amount to Party A equal to the shortfall, if any, of the aggregate net income of Party B for such fiscal year, as shown in such audited financial statements, as compared to the aggregate amount of the Monthly Quarterly Payments paid by Party B to Party A in such fiscal year. Party A and Party B further agree that, according to the actual cooperation between Party A and Party B and the revenue and expenditure situation of Party B, Unless the Parties can reasonably adjust agree otherwise or the calculation ratio of law provides otherwise, the Service Fees payable by Party B hereunder shall not be subject to any deduction or set-off (e.g. bank handling fees etc). The management report, operation data and financial statements provided hereinby Party B shall be true, valid, accurate and complete. If Party A is entitled to determinesuffers any losses as a result of any defect of the aforesaid documents, as its sole discretion, whether to permit Party B shall be fully responsible for such losses. In the event that Party B’s payment obligation hereunder is reduced or released because of the provision by Party B of any fraudulent materials to defer Party A, Party B hereby irrevocably undertakes to compensate Party A accordingly for the payment of part of Service Fees under certain particular circumstancesamount so reduced or released. If Party B is operating at losses determined by U.S. GAAP when Party B is obligated to pay the Services fees to Party A, Party A needs to absorb Party B’s losses and be responsible and required to reimbursement Party B for those losses.
Appears in 1 contract
Samples: Business Cooperation Agreement (Puhui Wealth Investment Management Co., Ltd.)
The Calculation and Payment of the Service Fees. 2.1 The fees payable by Party B Parties agree that in respect to Party A during the term of this Agreement shall be calculated as follows:
2.1.1 Party B shall pay service fee to Party A in each month. The service fee for each month shall consist of management fee and fee for services provided, which shall be determined by the Parties through negotiation after considering:
(1) Complexity and difficulty of the services provided by Party A;
(2) Title of and time consumed by employees of A to Party A providing the services;
(3) Contents and value of the services provided by Party A;
(4) Market price of the same type of services;
(5) Operation conditions of the Party B.
2.1.2 Both Parties agree that, B contemplated in consideration of the services provided by Party Athis Agreement, Party B shall pay Party A the service fees (the “Service Fees”) ). During the term of this Agreement, the Service Fees to be paid to Party A by Party B shall be calculated quarterly based on the following formula: the time of services rendered to Party B by the employees of Party A multiplies the corresponding rate, plus amount of the services fees or ratio decided by the board of directors of Party A based on the value of services rendered by Party A and the actual income of Party B from time to time. In the event the board of directors of Party A does not adjust the aforesaid amount of service fees or ratio, the Service Fees shall be exercised in accordance with the amount of ratio decided by the latest board of directors of Party A. In any event, the service fees shall be substantially equal to all of the net income of Party B, which equals subject to any requirement by PRC law and Article of Association. The following elements shall be taken into consideration in adjusting or deciding the balance Service Fees:
2.1.1 The complexity and difficulty of the gross income less services;
2.1.2 The required time of such services rendered by the costs employees of Party B acceptable to A;
2.1.3 The exact content and commercial value of the Parties (services;
2.1.4 The market price of the “Net Income”). The services of the same kind.
2.2 As unanimously agreed upon by the Parties, the exact calculation and payment methods of the Service Fees shall may be due and payable on amended by entering into a monthly basis. Within 30 days after separate written agreement.
2.3 Unless otherwise unanimously agreed upon by the end of each monthParties, Party B shall (a) deliver the Service Fees to Party A the management accounts and operating statistics of Party B for such month, including the Net Income of Party B during such month (the “Monthly Net Income”), and (b) pay such Monthly Net Income to Party A (each such payment, a “Monthly Payment”). Within ninety (90) days after the end of each fiscal year, Party B shall (a) deliver to Party A audited financial statements of Party B for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by Party A, and (b) pay an amount to Party A equal to the shortfall, if any, of the aggregate net income of Party B for such fiscal year, as shown in such audited financial statements, as compared to the aggregate amount of the Monthly Payments paid by Party B to Party A pursuant to this Agreement shall not be deducted or offset in such fiscal year. Party A and Party B further agree that, according to the actual cooperation between Party A and Party B and the revenue and expenditure situation of Party B, the Parties can reasonably adjust the calculation ratio of the Service Fees provided herein, and Party A is entitled to determine, as its sole discretion, whether to permit Party B to defer the payment of part of Service Fees under certain particular circumstancesany manner.
Appears in 1 contract
Samples: Exclusive Business Cooperation Agreement (Kepuni Holdings Inc.)