PWC SERVICES FEE Clause Samples

PWC SERVICES FEE. In consideration of PwC supplying the PwC Human Resources, after the parties have entered into the Human Resources Agreement, PwC shall be entitled to receive a fee equal to [*]. In the event the relationship between license fees, revenues and other revenues received by C1 from its licensees (i.e., consulting fees, maintenance fees and support fees) differs materially from C1's business plan as it exists on the date hereof and as disclosed to PwC, the parties shall negotiate the fees due under this Section 7.3 in good faith. For purposes of this Section 7.3, "license fee revenues" shall mean license fees, to the extent received in cash by C1, net of withholding taxes and other deductions, from customers; provided that it is understood and agreed that "license fee revenues" shall not include any amounts received by C1 for maintenance and support services, consulting or professional service fees, any transaction fees or any other amount or payment for goods or services not expressly included within the definition of "license fee revenues" set forth above. Such fee shall be paid quarterly in arrears; provided, however, in the event that this Agreement is terminated by C1 or by PwC pursuant to section 11.3.2 below, or there is a Change of Control of C1, prior to PwC being paid the full [*] under this Section 7.3, PwC shall be entitled to be paid [*]. In the event that there is a Change in Control of C1, all remaining amounts due to PwC under this Section 7.3 shall become immediately due and payable to PwC regardless of the amount of C1's license fee revenues on that date. For purposes of this Agreement, a Change in Control shall mean the occurrence of one or more of the following events: (a) the direct or indirect sale, lease, exchange or other transfer of all or substantially all of the assets of an entity to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons"); (b) the consummation of any consolidation or merger of an entity with or into another corporation with the effect that the stockholders of such entity immediately prior to the date of the consolidation or merger hold immediately after such merger or consolidation less than 51% of the combined voting power of the outstanding voting securities of the surviving entity of such merger, or the corporation resulting from such consolidation, ordinarily having the right to vote in the election of directors (apart from rights accruing unde...