Incremental Fees Sample Clauses
Incremental Fees. (a) To the extent that there are any reasonable, incremental costs for use of the Licensed Software or the Infrastructure, or provision of the Support Services, due to a change in the Business needs, Licensee shall reimburse Licensor for all such costs. For example, if Licensor, prior to the Effective Date, employs ten (10) full time employees dedicated to providing the Support Services and, as a result of a change in the Business, must hire an additional full time employee to provide such Support Services, Licensee shall reimburse Licensor for the costs related to such full time employee, provided that, if such full time employee also engages in work on behalf of Licensor or its Affiliates, Licensee shall reimburse Licensor on a pro rata basis only for the time spent by such full time employee in providing the Support Services to Licensee. Licensor shall provide Licensee with an invoice detailing any and all such costs and such invoice shall be paid in accordance with the terms of the invoice or such other payment terms as may be agreed to by the Parties.
(b) No more than once every year, Licensee may have an independent certified public accountant from one of the Big Four International Accounting Firms conduct an audit of the relevant portions of Licensor’s books of account solely to verify the costs invoiced to Licensee under this Agreement. For purposes of such audit, Licensor shall provide access to Licensor’s books of account, during business hours, to such accountant, provided Licensor shall have no less than ten (10) Business Days’ prior notice of such audit. Such accountant shall be subject to a confidentiality agreement with Licensor but the accountant shall be permitted to disclose the results of the audit to Licensee. If any such audit should disclose any overpayment of costs, Licensor shall promptly reimburse Licensee such overpaid amount. If any such audit should disclose an underpayment of costs, Licensor may issue an invoice to Licensee for the underpaid amount and Licensee shall pay such invoice in accordance with the reasonable invoice terms or such other terms as may be agreed to by the Parties. Licensee shall be responsible for the costs of any such audits; provided, however, if (i) the audit results in an overpayment by Licensee of more than ten percent (10%) of the total amounts paid by Licensee to Licensor for the relevant audit period and (ii) such overpaid amount is greater than one million RMB Yuan (¥1,000,000), Licensor shall bea...
Incremental Fees. Silgan and each other Borrower agrees to pay to the Incremental Term Loan Lenders and/or the Incremental Revolving Lenders, for their own accounts, such fees as may be separately agreed to with such Incremental Term Loan Lenders and/or the Incremental Revolving Lenders pursuant to Sections 2.14 and/or 2.15, as the case may be.
Incremental Fees. At the end of each License Year, Orbitz shall calculate and pay ITA, with respect to all Incremental PNRs (as defined in paragraph (c)(ii) above), a fee equal to (i) [***] multiplied by the quotient of the (A) the number of searches conducted during the previous License Year which relate to such Incremental PNRs divided by (B) the Basic Ratio, minus (ii) the amount paid by Orbitz to ITA pursuant to Section (c)(ii) or (c)(iii) above for such Incremental PNRs (for the relevant License Year). For clarity, the calculation shall be as follows: Fee = $[***] X (Non-Orbitz URL searches at Site/Basic Ratio) - fees paid pursuant to (c)(ii) or (c)(iii) above
Incremental Fees. The Borrowers agree to pay to the Administrative Agent, for the account of each Non-Defaulting Lender that has a General Revolving Commitment, a fee (each an "Incremental Fee") (i) on each of June 30, 2003 and September 30, 2003, in an amount equal to twelve and one-half (12.5) basis points, times the General Revolving Commitment of such Non-Defaulting Lender on such date, whether used or unused, and (ii) on February 28, 2004, in an amount equal to twenty-five (25) basis points, times the General Revolving Commitment of such Non-Defaulting Lender on December 31, 2003, whether used or unused; provided, however, that (i) although the Incremental Fee payable on February 28, 2004 shall be deemed earned in full on December 31, 2003, if Consolidated EBITDAR for the Parent's fiscal year ending December 31, 2003 is at least $28,000,000, payment of one-half (1/2) of such Incremental Fee shall be waived by each Lender, (ii) no Incremental Fee shall be payable on any of the foregoing dates if, prior to such date, the Liquidity Reserve has been increased by Mandatory Reductions aggregating at least $10,000,000, and (iii) if, pursuant to Section 10.2, below, the maturity of the Loans and other Obligations is accelerated, all of the foregoing scheduled Incremental Fees not theretofore paid shall be due and payable in full upon such acceleration and shall be computed on the General Revolving Commitment of each Non-Defaulting Lender on such date of acceleration.
Incremental Fees. [Please select the appropriate wording below]. The initial Subscription Fee set forth above in this Schedule for the [ ] Software is based on Client’s use of the [ ] Software to manage Client’s [Asset Cost with a value not to exceed $ ][or][Asset Inventory for up to components or parts]. Client must obtain Clockwork’s prior written consent for use of the [ ] Software in excess of such limitations Separate Agreement. Clockwork may provide Professional Services regarding the Software licensed hereunder pursuant to a GSA Purchase Order to the Professional Services Terms executed between the parties. Client understands and agrees that such Professional Services and associated Purchase Orders that may be signed are separate and independent contractual obligations from any Schedule or amendment thereto relating to the license of Software.