CREATION OF ADVERTISING FUND BY COMPANY Sample Clauses

CREATION OF ADVERTISING FUND BY COMPANY. COMPANY shall establish, maintain and administer an advertising fund (the "Fund") for such advertising and marketing programs as COMPANY deems appropriate from time to time. COMPANY shall direct all advertising and marketing programs financed by the Fund, with sole discretion over the creative concepts, materials, and endorsements used therein, and the geographic, market and media placement and allocation thereof. FRANCHISEE shall contribute to the Fund two percent (2%) of Gross Sales of the STORE (as defined in Paragraph C of Section 11 hereof). Such contribution may be increased by COMPANY from time to time, provided that in no event shall such contribution exceed, in the aggregate, three and one half percent (3.5%) of Gross Sales of the STORE. Fund contributions shall be paid weekly together with the royalty and service fee due hereunder. FRANCHISEE agrees that the Fund may be used to pay the costs of preparing and producing video, audio and written advertising materials; administering regional and multi regional advertising programs, including, without limitation, purchasing direct mail and other media advertising and employing advertising agencies to assist therewith; supporting public relations, market research and other advertising and marketing activities; and providing brochures and other advertising and marketing materials for TREATS Stores. Through the Fund, COMPANY shall furnish FRANCHISEE with approved advertising and marketing materials on the same terms and conditions as such materials are furnished to other TREATS Stores. The Fund shall be accounted for separately from the other funds of COMPANY and shall not be used to defray COMPANY's general operating expenses, except for such reasonable salaries, administrative costs and overhead as COMPANY may incur in activities reasonably related to the administration of the Fund and its advertising and marketing programs (including, without limitation, conducting market research, preparing advertising and marketing materials and collecting and accounting for contributions to the Fund). COMPANY may spend in any fiscal year an amount greater or less than the aggregate contributions received by the Fund in that year. COMPANY may make loans to the Fund (and the Fund may borrow from COMPANY and from other lenders) to cover any deficits in the Fund. COMPANY may cause the Fund to invest any surplus for future use by the Fund. FRANCHISEE authorizes COMPANY to collect and contribute to the Fund any advertisi...
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Related to CREATION OF ADVERTISING FUND BY COMPANY

  • RETENTION OF ADVISER BY FUND Subject to the terms and conditions set forth herein, the Fund hereby employs the Adviser to act as the investment adviser for and to manage the investment and reinvestment of the assets of the Fund in accordance with the Fund's investment objectives and policies and limitations, and to administer its affairs to the extent requested by, and subject to the review and supervision of, the Board of Trustees of the Fund for the period and upon the terms herein set forth. The investment of funds shall be subject to all applicable restrictions of applicable law and of the Declaration of Trust and By-Laws of the Trust, and resolutions of the Board of Trustees of the Fund as may from time to time be in force and delivered or made available to the Adviser.

  • COMPENSATION OF ADVISER The Manager will pay the Adviser an advisory fee with respect to the Allocated Portion as specified in Appendix A to this Agreement. Payments shall be made to the Adviser on or about the fifth day of each month; however, this advisory fee will be calculated daily for the Allocated Portion based on the net assets of the Allocated Portion on each day and accrued on a daily basis.

  • Termination of Fund; No Liability At any time following six months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

  • Compensation of Advisor For services to be provided by the Advisor pursuant to this Agreement, the Fund will pay to the Advisor, and the Advisor agrees to accept as full compensation therefor, an investment advisory fee consisting of a base fee plus a performance adjustment at the rates specified in Schedule A to this Agreement, payable quarterly in arrears.

  • Description of Adviser The description of the Adviser in the Registration Statement, the Preliminary Prospectus and the Prospectus (including any amendment or supplement thereto) complied and comply in all material respects with the applicable provisions of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • Retention of Adviser The Company hereby appoints the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the board of directors of the Company (the “Board of Directors”), for the period and upon the terms herein set forth in accordance with:

  • Provision of Certain Information by the Adviser The Adviser will promptly notify the Sub-Adviser (1) in the event that the SEC has censured the Adviser or the Trust; placed limitations upon either of their activities, functions, or operations; suspended or revoked the Adviser’s registration as an investment adviser; or, to the knowledge of the Adviser, has commenced proceedings or an investigation that may result in any of these actions and (2) upon having a reasonable basis for believing that each Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

  • Relationship of Advisor and Company The Company and the Advisor are not partners or joint venturers with each other, and nothing in this Agreement shall be construed to make them such partners or joint venturers or impose any liability as such on either of them.

  • Determination of Adverse Consequences The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this Section 8. All indemnification payments under this Section 8 shall be deemed adjustments to the Purchase Price.

  • Liability of Advisor No provision of this Agreement shall be deemed to protect the Advisor against any liability to the Fund or the shareholders of the Portfolio to which it might otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

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