Provision of Services to Partnership by MediaNews Sample Clauses

Provision of Services to Partnership by MediaNews. (a) The Partners hereby agree that the Partnership shall obtain management services, operating, administrative, accounting, electronic media and/or other support services, newsprint purchase services, financial reporting services, human resource services, employee benefit plans and services, risk management services, tax reporting and tax return preparation services and other similar services which MediaNews Group, Inc., a Delaware corporation (“MNG”) provides to its own operating affiliates (collectively, the “MediaNews Support Services”) from MNG. However, Gannett Satellite Information Network, Inc., a Delaware corporation and the general partner of Gannett (“GANSAT”) shall, unless the Partnership requests otherwise, continue to provide newsprint purchase services to the Partnership’s newspapers located in Texas and New Mexico. Newsprint purchased for the Partnership by GANSAT shall be provided at GANSAT’s cost, including all vendor discounts related to newsprint purchased by the Partnership. Newsprint purchased for the Partnership by MNG shall be provided at MNG’s cost, including all vendor discounts related to newsprint purchased by the Partnership.
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Provision of Services to Partnership by MediaNews. The Partners hereby agree that the Partnership shall obtain management services, operating, administrative, accounting, electronic media and/or other support services, newsprint purchase services, financial reporting services, human resource services, risk management services, tax reporting and tax return preparation services and other similar services which MediaNews Group, Inc., a Delaware corporation, and the parent company of West Coast MediaNews ("MediaNews") provides to its own operating affiliates (collectively, the "MediaNews Support Services") from MediaNews. In exchange for these services, the Partnership shall pay MediaNews, on a monthly basis, an amount equal to 1.25 percent of the Partnership's gross revenues (as calculated in accordance with generally accepted accounting principles); PROVIDED, HOWEVER, that the amount of 1.25 percent may not be altered at any time without the unanimous vote of the Management Committee. All services and supplies including employee benefits and newsprint, shall be provided at cost without any adjustment for overhead or any other direct or indirect payment to MediaNews or its affiliates. MediaNews by agreeing to provide management services, agrees to perform those services with the degree of care that a reasonably prudent person would exercise and shall not enter into any transaction in which it may have a conflict of interest without the unanimous consent of the members of the Management Committee. If MediaNews should at anytime, due to bankruptcy, insolvency or similar incapacity, become unable to continue to provide such services on behalf of the Partnership, the Partners shall, by mutual agreement, make appropriate arrangements for the provisions of such services by one or more of the other Partners or their Affiliates, or by one or more third parties.
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Provision of Services to Partnership by MediaNews. The Partners hereby agree that the Partnership shall obtain management services, operating, administrative, accounting, electronic media and/or other support services, newsprint purchase services, financial reporting services, human resource services, risk management services, tax reporting and tax return preparation services and other similar services which MediaNews Group, Inc., a Delaware corporation, and the parent company of West Coast MediaNews (“MediaNews”) provides to its own operating affiliates (collectively, the “MediaNews Support Services”) from MediaNews. In exchange for these services, the Partnership shall pay MediaNews, on a monthly basis, an amount equal to $5,400,000 per Fiscal Year commencing as of the Effective Date (the “Base Management Fee”). The Base Management Fee shall be subject to annual percentage increases or decreases, commencing with the Fiscal Year which begins on July 1, 2007, equal to any year-to-year changes in the Corporate Expenses of MNG; provided, however, that no annual percentage increase shall exceed (i) 5% in respect of a Fiscal Year in which the actual CNP EBITDA for such Fiscal Year exceeded the budgeted CNP EBITDA included in the initial Budget for such Fiscal Year approved by the Management Committee; or (ii) 3% in respect of any other Fiscal Year. The management fee payable to MediaNews under the Second Amended and Restated Partnership Agreement shall be prorated based on gross revenues generated by the Partnership through the Effective Date. The amount of the Base Management Fee and the adjustments set forth in this Section 8.9 may not be altered at any time without the unanimous vote of the Management Committee. All services and supplies including employee benefits and newsprint, shall be provided at cost without any adjustment for overhead or any other direct or indirect payment to MediaNews or its affiliates. MediaNews by agreeing to provide management services, agrees to perform those services with the degree of care that a reasonably prudent person would exercise and shall not enter into any transaction in which it may have a conflict of interest without the unanimous consent of the members of the Management Committee. If MediaNews should at anytime, due to bankruptcy, insolvency or similar incapacity, become unable to continue to provide such services on behalf of the Partnership, the Partners shall, by mutual agreement, make appropriate arrangements for the provisions of such services by one or more o...
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Related to Provision of Services to Partnership by MediaNews

  • Provision of Services The services described in Section 6A.1 (the “Contractual Settlement Services”) shall be provided for the securities and other financial assets and in such markets as the Custodian may advise from time to time. The Custodian may terminate or suspend any part of the provision of the Contractual Settlement Services at its sole discretion immediately upon notice to the applicable Fund on behalf of each Portfolio, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund.

  • Location of Services Officer is required to perform his services under this Agreement at such present or future business location of Company as may be designated by the Chief Executive Officer in the Counties of Los Angeles, Orange or Ventura, California or wherever the Corporate Headquarters of Employer may be located.

  • Description of Consulting Services Consultant shall perform the following services pursuant to the terms of this Agreement:

  • Modification of Services The Company may modify its selection of services at any time during the calendar year by giving DRS written notice of the additional services it wishes to receive, and/or the services it no longer wishes to receive, from DRS. The requested modification in services shall take effect on the first day of the first calendar month beginning at least thirty (30) days after the Company sent written notice to DRS.

  • Description of Services (a) Services Provided on an Ongoing Basis, If Applicable.

  • Services to Other Clients; Certain Affiliated Activities (a) The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement.

  • Provision of Multiple Services If the Sub-Advisor shall have provided both investment advisory services under subparagraph (a) and investment management services under subparagraph (b) of paragraph (1) for the same portion of the investments of the Portfolio for the same period, the fees paid to the Sub-Advisor with respect to such investments shall be calculated exclusively under subparagraph (b) of this paragraph 4.

  • Termination of Services If the Optionee’s services with the Company and all Related Corporations are terminated for any reason (other than death or disability) prior to the Expiration Date, then this Option may be exercised by Optionee, to the extent of the number of Common Shares with respect to which the Optionee could have exercised it on the date of such termination of services, at any time prior to the earlier of (i) the Expiration Date, or (ii) three months after such termination of services. Any part of the Option that was not exercisable immediately before the termination of Optionee’s services shall terminate at that time.

  • ADS Services Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the Depositary. Person holding ADSs on the applicable record date(s) established by the Depositary.

  • THE SUB-ADVISER'S SERVICES (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Sub-Adviser shall act as sub-investment adviser with respect to the Fund. In such capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and the Board, regularly provide the Fund with investment research, advice and supervision and shall furnish continuously an investment program for such Fund assets as may be allocated by the Adviser to the Sub-Adviser, consistent with the investment objectives and policies of the Fund. The Sub-Adviser shall determine, from time to time, what investments shall be purchased for the Fund and what such securities shall be held or sold by the Fund, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the Investment Company Act of 1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, the Sub-Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Fund as the Adviser may from time to time direct; provided however, that the Sub-Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the Sub-Adviser having full discretionary authority over the Fund's investments shall in any way limit the right of the Adviser, in its sole discretion, to establish or revise policies in connection with the management of the Fund's assets or to otherwise exercise its right to control the overall management of the Fund's assets.

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