Redetermination of Services Fee Sample Clauses

Redetermination of Services Fee. The Parties agree to negotiate and adjust the Services Fee as appropriate based upon the Relevant Data, and such adjusted Services Fee shall be in effect during the Initial Term following the 2018 Term or any Renewal Term, as applicable. If the Parties are unable to agree to an adjusted Services Fee based upon the Relevant Data by February 15 of each Calendar Year during the Initial Term following the 2018 Term or any Renewal Term, as applicable, then the Services Fee during the Initial Term following the 2018 Term or any Renewal Term, as applicable, shall be determined by multiplying (i) the mean percentages of the Owner’s year-end 2P Reserves, year-end 2P PVs-10, projected current year production, Well Count and projected current year capital expenditures relative to the corresponding metric for total assets managed by Service Provider (in each case, excluding the Owner’s Monroe Field Assets), by (ii) the sum of (X) the then-current year-end Service Provider overhead budget, excluding expenses solely related to Service Provider’s non-Owner activities, (Y) to the extent not included in the then-current year-end Service Provider overhead budget, any amounts vesting and payable during such Calendar Year during the Initial Term following the 2018 Term or any Renewal Term, as applicable, under the Service Provider LTIP in accordance with the terms and conditions thereof, excluding any amounts vesting and payable during such Calendar Year during the Initial Term following the 2018 Term or any Renewal Term, as applicable, under the Service Provider LTIP in accordance with the terms and conditions thereof related to Service Provider’s non-Owner related employees, and (Z) any amounts vesting and payable during such Calendar Year during the Initial Term following the 2018 Term or any Renewal Term, as applicable, under the Owner MIP in accordance with the terms and conditions thereof related to Service Provider’s Owner related employees, which amount shall be determined based on a methodology to be mutually agreed upon by the Parties, and (iii) then subtracting from the products of clauses (i) and (ii), any amounts vesting and payable during such Calendar Year during the Initial Term following the 2018 Term or any Renewal Term, as applicable, under the Owner MIP in accordance with the terms and conditions thereof related to Service Provider’s Owner related employees, which amount shall be determined based on a methodology to be mutually agreed upon by the Parties. ...
Sample 1
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Redetermination of Services Fee. The Parties agree to negotiate and adjust the Services Fee as appropriate based upon the Relevant Data, and such adjusted Services Fee shall be in effect during the Initial Term following the 2018 Term or any Renewal Term, as applicable. If the Parties are unable to agree to an adjusted Services Fee based upon the Relevant Data by February 15 of each Calendar Year during the Initial Term following the 2018 Term or any Renewal Term, as applicable, then the Services Fee during the Initial Term following the 2018 Term or any Renewal Term, as applicable, shall be determined by multiplying (i) the mean percentages of the Owner’s year-end 2P Reserves, year-end 2P PVs-10, projected current year production, Well Count and projected current year capital expenditures relative to the corresponding metric for total assets managed by Service Provider (in each case, excluding the Owner’s Monroe Field Assets), by (ii) the sum of (X) the then-current year-end Service Provider overhead budget, excluding expenses solely related to Service Provider’s non-Owner activities,
Sample 1

Related to Redetermination of Services Fee

  • Calculation of Fees Ameriprise will have sole responsibility, and Ameriprise’s records will provide the sole basis, for calculating fees for which Ameriprise invoices under this Agreement. However, the Issuer Entities may provide records to assist Ameriprise in its calculations.

  • Determination of Rates Promptly after the determination of any interest rate provided for herein or any change therein, the Administrative Agent shall notify the Lenders to which such interest is payable and the Borrower thereof. Each determination by the Administrative Agent of an interest rate or fee hereunder shall, except in cases of manifest error, be final, conclusive and binding on the parties.

  • Scheduled and Interim Redetermination Procedure (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to Section 8.12(a) and (c), and, in the case of an Interim Redetermination, pursuant to Section 8.12(b) and (c), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to Section 8.12(c), as may, from time to time, be reasonably requested by the Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall, in good faith, propose a new Borrowing Base (the “Proposed Borrowing Base”) based upon such information and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and the existence of any other Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Credit Amounts.

  • Borrowing Base Redetermination Pursuant to Section 2.07 of the Credit Agreement, the Administrative Agent and the Lenders agree that for the period from and including the Third Amendment Effective Date to but excluding the next Redetermination Date, the amount of the Borrowing Base shall be equal to $1,700,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time pursuant to Section 2.7(e), Section 8.13(c) or Section 9.12(d). For the avoidance of doubt, the redetermination herein shall constitute the April 1, 2015 Scheduled Redetermination and the next Scheduled Redetermination shall be the October 1, 2015

  • Determination of Adjustments If any questions will at any time arise with respect to the Exercise Price or any adjustment provided for in Section 4.8, such questions will be conclusively determined by the Company’s Auditors, or, if they decline to so act any other firm of certified public accountants in the United States of America that the Company may designate and who will have access to all appropriate records and such determination will be binding upon the Company and the Holders of the Warrants.

  • Determination of Applicable Interest Rate As soon as practicable on each Interest Rate Determination Date, Bank shall determine (which determination shall, absent manifest error in calculation, be final, conclusive and binding upon all parties) the interest rate that shall apply to the LIBOR Advances for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower.

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

  • Determination of Amounts Whenever a Priority Debt Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First-Out Obligations (or the existence of any commitment to extend credit that would constitute First-Out Obligations), or Second-Out Obligations, or the existence of any Lien securing any such obligations, or the Shared Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Priority Debt Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if a Priority Debt Representative shall fail or refuse reasonably promptly to provide the requested information, the requesting Priority Debt Representative shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Borrower. Each Priority Debt Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Borrower or any of their subsidiaries, any Priority Secured Party or any other Person as a result of such determination.

  • Exclusion from Compensation Calculation By acceptance of this Agreement, you shall be deemed to be in agreement that the Units covered hereby shall be considered special incentive compensation and will be exempt from inclusion as “wages” or “salary” in pension, retirement, life insurance and other employee benefits arrangements of the Company and its Affiliates, except as determined otherwise by the Company. In addition, each of your beneficiaries shall be deemed to be in agreement that all such shares be exempt from inclusion in “wages” or “salary” for purposes of calculating benefits of any life insurance coverage sponsored by the Company or any of its Affiliates.

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