ANNUAL CAP Sample Clauses
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ANNUAL CAP. The Parties acknowledge that, with respect to each period set forth in Section 4.1, JSG is not permitted to, and shall not and shall cause its Affiliates not to, continue to provide the Services to SharkNinja if and to the extent that the continued provision of the Services during such period would obligate SharkNinja to pay to JSG Service Fees in excess of the applicable annual cap set forth in Schedule 2 for such period. Accordingly, each Party shall promptly notify the other Party in the event that the Service Fees incurred during such period exceeds eighty percent (80%) of the applicable cap for such period, in which case the Parties shall cooperate in good faith to determine whether to seek to increase the applicable annual cap. In the event that the Parties mutually determine, acting reasonably, to seek to increase the applicable annual cap, JSG shall use commercially reasonable efforts to take any actions necessary and appropriate to increase the applicable annual cap in accordance with the Hong Kong Listing Rules and any other applicable Laws, and SharkNinja shall reasonably cooperate with JSG in connection with the foregoing. Each Party shall bear its own costs and expenses incurred in connection with this Section 4.2.
ANNUAL CAP. The maximum annual aggregate Royalty payable by the Company to AFS Japan under the 2025 Royalty Renewal Agreement is estimated to be HK$9,000,000 (approximately JPY167,000,000) for the year ending 28 February 2026. The Annual Cap is set based on the Group’s audited consolidated operating revenue for the financial year ending 28 February 2026, as to be reported in AFS Japan’s audited consolidated financial statements, with a buffer to account for potential appreciation in the JPY. The 2024 Aggregate Royalty is expected to be not exceeding HK$4,500,000. Shareholders should note that the Annual Cap and the 2024 Aggregate Royalty only represent the Company’s best estimates of the respective maximum transaction amounts based on information currently available. Neither the Annual Cap nor the 2024 Aggregate Royalty is, or should be interpreted as, indicative of the Group’s actual financial performance or its future financial potential in any manner whatsoever. The Directors believe that the entering into of the 2025 Royalty Renewal Agreement reflects the Company’s ongoing due recognition of the market value of the AEON Trademarks, while contractually ensures their continued use through legal agreement that clearly sets out the related rights and obligations, thereby giving greater certainty and stability to the Group and its operations. The Directors, including the independent non-executive Directors, are of the view that the 2025 Royalty Renewal Agreement is on normal commercial terms, fair and reasonable, and is entered into in the ordinary and usual course of business of the Company. Furthermore, they believe that the transactions contemplated under the 2025 Royalty Renewal Agreement are in the interests of the Group and the shareholders of the Company as a whole and are on terms no less favourable to the Company than those available from or to independent third parties. AFS Japan is a Controlling Shareholder of the Company and is interested in approximately 56.54% of the issued shares of the Company. AFS Japan is therefore a connected person of the Company, and the 2025 Royalty Renewal Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios for the Annual Cap exceeds 0.1% but is less than 5%, the 2025 Royalty Renewal Agreement is subject to the reporting, announcement, and annual review requirements but exempt from the independent shareholders’ approval require...
ANNUAL CAP. The Annual Cap in respect of the transactions contemplated under the 2020 Master Supply Agreement B for the Year 2020 will be RMB54 million (equivalent to approximately HK$60.5 million). Such Annual Cap is estimated primarily with reference to:
ANNUAL CAP. The annual cap for the aggregate rental payable by Scud Electronics and Scud Battery to Scud Stock under the Leases for the year ending 31 December 2023 is RMB11,029,994.16 (equivalent to approximately HK$12,313,972.02), being the aggregate rental payable under the Leases for the year ending 31 December 2023. The above annual cap was determined based on the aggregate rental payable under the Leases.
ANNUAL CAP. The yearly total fees (the “Total Fees”), being the sum of the Monthly Fee, the Annual Fee and the total amounts of any fees paid or payable by the LSHK Group to any Hong ▇▇▇▇▇ Group company for services of a similar nature as the Services, are subject to an annual cap of HK$28 million (the “Annual Cap”) for each of the three financial years ending 30 June 2023. The Annual Cap is determined having regard to (i) the average absolute annual rate of change of 24.6% of the total fees actually paid for the existing services for the five financial years from 2014/15 to 2018/19; and (ii) macro adjustment factor of 1.0298 taken into account of the estimated annual inflation rate in Hong Kong, the estimated annual food inflation rate in China and the estimated annual rate of depreciation of Renminbi against Hong Kong dollars. As the Annual Fee is calculated on the annual profit before tax which will be subject to possible fluctuation due to various factors, the Annual Fee may not be in a consistent growth trend. Having regard to this issue, it is considered appropriate to apply the Annual Cap amount to each of the relevant three financial years from 1 July 2020 to 30 June 2023. The annual cap in respect of the 2017 Services Agreements was HK$25 million. The total fees paid by the LSHK Group in respect of the 2017 Services Agreements for each of the financial years ended 30 June 2018 and 30 June 2019 were approximately HK$12,332,000 and HK$12,844,000 respectively. The Company has established internal control procedures to ensure that the continuing connected transactions contemplated under the Master Services Agreement are in accordance with the terms and conditions contained therein, and that the terms and conditions of the Master Services Agreement are on normal or better commercial terms and no less favourable than those from independent third parties for similar services and that the relevant annual cap is not exceeded:
ANNUAL CAP. 5.1 The Parties agree that aggregate annual value of the Services provided in each Service Year under the Agreement and the Specific Agreements shall not result in the Annual Cap in respect of that Service Year being exceeded.
5.2 In the event that the aggregate annual value of the Services provided in a Service Year results in the Annual Cap being exceeded, such transactions and their aggregate annual value will be subject to Regulatory Compliance.
ANNUAL CAP. The aggregate amount of Losses incurred by the Alvogen Indemnitees in a given Annual Period for which the Alvogen Indemnitees shall be entitled to indemnification pursuant to this Article XI (excluding Loss claims made under clause (f) of Section 11.2 and clause (f) of Section 11.1) shall be limited to an amount equal to [***]% of the aggregate amount paid by Alvogen to Pfenex hereunder in such Annual Period. The aggregate amount of Losses incurred by the Pfenex Indemnitees in a given Annual Period for which the Pfenex Indemnitees shall be entitled to indemnification pursuant to this Article XI (excluding Loss claims made under clause (f) of Section 11.2 and clause (f) of Section 11.1) shall be limited to an amount equal to [***]% of the aggregate amount paid by Alvogen to Pfenex hereunder in such Annual Period.
ANNUAL CAP. Company’s obligation to provide Executive the Aircraft and flight crew for personal use in any fiscal year shall cease at such time as the total cost of Executive’s personal travel (which includes both personal travel by Executive and his guests) equals $500,000, as determined by Company using the lesser of (i) the SEC Cost, and (ii) the FAR Expenses.
ANNUAL CAP. Mandatory hours curtailed or cancelled shall not exceed one hundred and twenty (120) hours per employee in any fiscal year. These hours shall be prorated for part-time employees based on their established FTE. Hours curtailed or canceled when receiving overtime or other premium pay or when working beyond the employee’s FTE requirement (per categories a and d of Section 19.11.1 above) shall not count toward an employee’s annual cap.
ANNUAL CAP. Subject to the provisions of the Agreement, the Grant is to be paid in annu- al instalments which shall not exceed the Annual Cap for each Fiscal Year. The Annual Cap for each Fiscal Year is the maximum amount specified below:
(a) Fiscal Year 1 - $241,000;
(b) Fiscal Year 2 - $723,000; and
(c) Fiscal Year 3 - $241,000 (being the Performance Payment).