Common use of Services Fee Clause in Contracts

Services Fee. Subject to and in accordance with the terms and provisions of this Article 3 and such reasonable allocation and other procedures as may be agreed upon by the Parties from time to time, the Partnership hereby agrees to pay Antero a fixed fee at the rate of $500,000 per complete year that this Agreement is in effect (the “Services Fee”), payable in equal monthly installments on or before the tenth (10th) business day of every month, commencing on the first month following the Effective Date. The Services Fee is subject to adjustment on an annual basis, beginning on January 1, 2018, (a) by a percentage equal to the change in the Consumer Price Index over the previous 12 calendar months, (b) to reflect any increase in the cost of providing the Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Partnership Group, including the rules of any exchange upon which the Partnership’s debt or equity is listed or traded or any law, rule or regulation regarding payroll taxes applicable to the Partnership Group (other than changes in any law, rule or regulation applicable to payroll taxes incurred by the Antero Group in connection with the grant of equity interests in the Partnership pursuant to the Antero Midstream GP LP Long-Term Incentive Plan (the “AMGP LTIP”)), or (c) to reflect any increase in the scope and extent of the Services; provided, however that the Services Fee shall not be decreased below the initial fee provided in this Agreement unless the type or extent of such Services materially decreases. The Partnership shall also reimburse Antero and its Affiliates other than the Partnership Group (collectively, the “Antero Group”) for all other direct or allocated costs and expenses in excess of the Services Fee, in each case, to the extent that such costs and expenses are incurred by the Antero Group and are directly allocable to the provision of Services to the Partnership Group, including the following: (a) any payments or expenses incurred for insurance coverage, including allocable portions of premiums, and negotiated instruments (including surety bonds and performance bonds) provided by underwriters with respect to the assets or the business of the Partnership Group; (b) all expenses and expenditures incurred by the Partnership or the General Partner, if any, as a result of the Partnership becoming and continuing as a publicly traded entity, including but not limited to, costs associated with annual and quarterly reports, independent auditor fees, partnership governance and compliance, registrar and transfer agent fees, tax return preparation and related services, legal fees and independent director compensation; and (c) any taxes (other than payroll taxes incurred by the Antero Group and which are directly allocable to the provision of Services to the Partnership Group, unless such payroll taxes were incurred by the Antero Group in connection with the grant of any equity interests in the Partnership pursuant to the AMGP LTIP) or other direct operating expenses paid by the Antero Group for the benefit of the Partnership Group. For purposes of this Agreement, “Affiliate” means, when used with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person. As used herein, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise, and the term “Person” means any natural person, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, joint stock company or governmental authority.

Services Fee. Subject to and in accordance with the terms and provisions of this Article 3 and such reasonable allocation and other procedures as may be agreed upon by the Parties from time to time, the Partnership hereby agrees to pay Antero a fixed fee at the rate of $500,000 per complete year that this Agreement is in effect (the “Services Fee”), payable in equal monthly installments on or before the tenth (10th) business day of every month, commencing on the first month following the Effective Date. The Services Fee is subject to adjustment on an annual basis, beginning on January 1, 2018, (a) by a percentage equal to the change in the Consumer Price Index over the previous 12 calendar months, (b) to reflect any increase in the cost of providing the Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Partnership Group, including the rules of any exchange upon which the Partnership’s debt or equity is listed or traded or any law, rule or regulation regarding payroll taxes applicable to the Partnership Group (other than changes in any law, rule or regulation applicable to payroll taxes incurred by the Antero Group in connection with the grant of equity interests in the Partnership pursuant to the Antero Midstream GP LP Long-Term Incentive Plan (the “AMGP LTIP”)), or (c) to reflect any increase in the scope and extent of the Services; provided, however that the Services Fee shall not be decreased below the initial fee provided in this Agreement unless the type or extent of such Services materially decreases. The Partnership shall also reimburse Antero and its Affiliates other than the Partnership Group (collectively, the “Antero Group”) for all other direct or allocated costs and expenses in excess of the Services Fee, in each case, to the extent that such costs and expenses are incurred by the Antero Group and are directly allocable to the provision of Services to the Partnership Group, including the following: (a) any payments or expenses incurred for insurance coverage, including allocable portions of premiums, and negotiated instruments (including surety bonds and performance bonds) provided by underwriters with respect to the assets or the business of the Partnership Group; (b) all expenses and expenditures incurred by the Partnership or the General Partner, if any, as a result of the Partnership becoming and continuing as a publicly traded entity, including but not limited to, costs associated with annual and quarterly reports, independent auditor fees, partnership governance and compliance, registrar and transfer agent fees, tax return preparation and related services, legal fees and independent director compensation; and (c) any taxes (other than payroll taxes incurred by the Antero Group and which are directly allocable to the provision of Services to the Partnership Group, unless such payroll taxes were incurred by the Antero Group in connection with the grant of any equity interests in the Partnership pursuant to the AMGP LTIP) or other direct operating expenses paid by the Antero Group for the benefit of the Partnership Group. For purposes of this Agreement, “Affiliate” means, when used with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person. As used herein, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise, and the term “Person” means any natural person, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, joint stock company or governmental authority.

Services Fee. Subject to and in accordance with the terms and provisions of this Article 3 and such reasonable allocation and other procedures as may be agreed upon by the Parties from time to time, the Partnership hereby agrees to pay Antero a fixed fee at the rate of $500,000 [ · ] per complete year that this Agreement is in effect (the “Services Fee”), payable in equal monthly installments on or before the [tenth (10th) )] business day of every month, commencing on the first month following the Effective Date. The Services Fee is subject to adjustment on an annual basis, beginning on January 1, 2018, (a) by a percentage equal to the change in the Consumer Price Index over the previous 12 calendar months, (b) to reflect any increase in the cost of providing the Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Partnership Group, including the rules of any exchange upon which the Partnership’s debt or equity is listed or traded or any law, rule or regulation regarding payroll taxes applicable to the Partnership Group (other than changes in any law, rule or regulation applicable to payroll taxes incurred by the Antero Group in connection with the grant of equity interests in the Partnership pursuant to the Antero Midstream GP LP Long-Term Incentive Plan (the “AMGP LTIP”)), or (c) to reflect any increase in the scope and extent of the Services; provided, however that the Services Fee shall not be decreased below the initial fee provided in this Agreement unless the type or extent of such Services materially decreases. The Partnership shall also reimburse Antero and its Affiliates other than the Partnership Group (collectively, the “Antero Group”) for all other direct or allocated costs and expenses in excess of the Services Fee, in each case, to the extent that such costs and expenses are incurred by the Antero Group and are directly allocable to the provision of Services to the Partnership Group, including the following: (a) any payments or expenses incurred for insurance coverage, including allocable portions of premiums, and negotiated instruments (including surety bonds and performance bonds) provided by underwriters with respect to the assets or the business of the Partnership Group; (b) all expenses and expenditures incurred by the Partnership or the General Partner, if any, as a result of the Partnership becoming and continuing as a publicly traded entity, including but not limited to, costs associated with annual and quarterly reports, independent auditor fees, partnership governance and compliance, registrar and transfer agent fees, tax return and Schedule K-1 preparation and related servicesdistribution, legal fees and independent director compensation; and (c) any taxes (other than payroll taxes incurred by the Antero Group and which are directly allocable to the provision of Services to the Partnership Group, unless such payroll taxes were incurred by the Antero Group in connection with the grant of any equity interests in the Partnership pursuant to the AMGP LTIP) or other direct operating expenses paid by the Antero Group for the benefit of the Partnership Group. For purposes of this Agreement, “Affiliate” means, when used with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person. As used herein, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise, and the term “Person” means any natural person, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, joint stock company or governmental authority.

Services Fee. Subject to and in accordance with As compensation for the terms and provisions of this Article 3 and such reasonable allocation and other procedures as may be agreed upon performance by the Parties from time to timeService Provider of services set forth on Schedule A after the date on which, in the case when the Fund is an existing fund, the Partnership hereby agrees Managing Owner commences communicating trade information to the Service Provider (1 April 2011 with a live date of 1 May 2011) ( the “Parallel Date”) or, in the case when the Fund will be a newly-launched funds, the Fund closes on investment moneys and commence business (the “Launch Date”), the Fund shall pay Antero the Service Provider by wire transfer to the account specified by the Service Provider as set forth in clause (d) below, a fixed services fee at equal to the rate sum of $500,000 the applicable row and columns in the fee table (the “Fee Table”) set forth below: Beginning NAV (“BNAV”) (in US Dollars(“USD”)): The BNAV being determined as per complete year the NAV cycle listed in Schedule B. Charge for Administrative Services (basis points per annum): (or, if the Service Provider later offers additional services and the parties hereto agree in writing that this Agreement is in effect such additional services shall be offered hereunder, the sum of such amounts plus such additional agreed fee) (the “Services Fee”), payable monthly; provided that the Fund and all other funds managed by the Managing Owner and its affiliates shall, in equal monthly installments the aggregate, collectively pay the Service Provider an amount of not less than USD 83,333.33 per month (the equivalent of US$1mm per year, which is the annual minimum) (aggregated under (i) this Agreement, (ii) the Middle/Back Office Services Agreement between the Service Provider and the Managing Owner dated on or before about the tenth (10th) business day of every month, commencing on the first month following the Effective Date. The Services Fee is subject to adjustment on an annual basis, beginning on January 1, 2018, (a) by a percentage equal to the change in the Consumer Price Index over the previous 12 calendar months, (b) to reflect any increase in the cost of providing the Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Partnership Group, including the rules of any exchange upon which the Partnership’s debt or equity is listed or traded or any law, rule or regulation regarding payroll taxes applicable to the Partnership Group (other than changes in any law, rule or regulation applicable to payroll taxes incurred by the Antero Group in connection with the grant of equity interests in the Partnership pursuant to the Antero Midstream GP LP Long-Term Incentive Plan date hereof (the “AMGP LTIP”)), or (c) to reflect any increase in the scope Kenmar Middle/Back Agreement” and extent of the Services; provided, however that the Services Fee shall not be decreased below the initial fee provided in collectively with this Agreement unless the type or extent of such Services materially decreases. The Partnership shall also reimburse Antero and its Affiliates other than the Partnership Group (collectivelyAgreement, the “Antero GroupKenmar Agreements”), (iii) for all the Administrative Services Agreements between the Service Provider and its affiliates and other direct or allocated costs funds managed by the Managing Owner and expenses in excess its affiliates and (iv) the Middle/Back Office Services Agreements between the Service Provider and its affiliates and the Managing Owner and its affiliates). If such amount is below the USD $83,333.33 per month, then the Service Provider shall promptly notify Kenmar, and request Kenmar to provide the allocation of any shortfall amongst the Services Feefunds utilizing the Service Provider during that period. The Service Provider shall then, in each case, issue billing to the extent Fund for the shortfall as per the allocation provided by Kenmar. If no shortfall exists, then the Service Provider shall promptly notify Kenmar in writing each month as confirmation that such costs and expenses the relationship exceeds the minimum monthly billing of US$83,333.33. Fees are incurred by to be charged at the Antero Group and are directly allocable to the provision of Services to the Partnership Group, including the following: (a) any payments or expenses incurred for insurance coverage, including allocable portions of premiumsMaster Fund Level, and negotiated instruments for any feeder fund or feeder client (including surety bonds and performance bonds) provided by underwriters with respect to each, a “Feeder Fund”), no fees will be applied if the assets or the business of the Partnership Group; (b) all expenses and expenditures incurred by the Partnership or the General Partner, if any, as a result of the Partnership becoming and continuing as a publicly traded entity, including but not limited to, costs associated with annual and quarterly reports, independent auditor fees, partnership governance and compliance, registrar and transfer agent fees, tax return preparation and related services, legal fees and independent director compensation; and (c) any taxes (other than payroll taxes incurred by the Antero Group and which Feeder Funds are directly allocable to the provision of Services to the Partnership Group, unless such payroll taxes were incurred by the Antero Group in connection with the grant of any equity interests fully invested in the Partnership pursuant to the AMGP LTIP) or other direct operating expenses paid by the Antero Group for the benefit of the Partnership GroupMaster Fund. For purposes any Feeder Fund that invests a portion of this Agreementtheir NAV in any Master Fund, “Affiliate” means, when used with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person. As used herein, then the term “control” means billable amount from the possession, directly or indirectly, of Service Provider shall exclude the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise, and the term “Person” means any natural person, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, joint stock company or governmental authorityFeeder Funds investments in Master Funds.

Services Fee. Subject The Services Recipients (based on the allocation of liability set forth below) shall pay the Provider a fee for performing its duties and responsibilities under this Agreement equal to and their respective Allocable Share (as determined in accordance with and defined in Schedule II) of the reasonable costs and expenses incurred by the Provider which are directly or indirectly related to the respective businesses or activities of the Services Recipients, including, without limitation, the following: (i) any amounts related to the payment of taxes when due related to the business of the Services Recipients or to the ESOP, (ii) any cash contributions made or to be made by the Provider to the ESOP pursuant to the terms of the ESOP plan, as necessary for the ESOP to make all payments of principal, interest, fees and provisions premium due under the Note Agreement and any Successor Note Agreement (excluding, however, the accelerated portion of this Article 3 any payments which have become due and payable upon acceleration of such reasonable allocation and other procedures indebtedness as may the result of a default under the Note Agreement or any Successor Note Agreement) (each, a "top-up contribution"), (iii) cash deposits made or to be agreed upon made by the Parties from time Provider pursuant to timean obligation to maintain a minimum value of collateral pledged to secure the obligations of the ESOP or the Provider in respect of the Note Agreement or any Successor Note Agreement (each, a "collateral coverage deposit"), provided, however, that any collateral coverage deposits that are later withdrawn by the Partnership hereby agrees Provider shall only be used to satisfy obligations of the Services Recipients to pay Antero a fixed fee at the rate of $500,000 per complete year that this Agreement is in effect (the “for Services Fee”), payable in equal monthly installments on or before the tenth (10th) business day of every month, commencing on the first month following the Effective Date. The Services Fee is subject to adjustment on an annual basis, beginning on January 1, 2018hereunder, (aiv) by a percentage equal to the change in the Consumer Price Index over the previous 12 calendar months, (b) to reflect any increase in the cost of providing the Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Partnership Group, including the rules of any exchange upon which the Partnership’s debt or equity is listed or traded or any law, rule or regulation regarding payroll taxes applicable to the Partnership Group (other than changes in any law, rule or regulation applicable to payroll income taxes incurred by the Antero Group Provider on the sale of limited partnership units of the Partnership made to satisfy obligations of the Provider under the ESOP to redeem ESOP accounts of departing employees upon the termination of their employment, and (v) routine administrative charges and expenses common to employee stock ownership plans incurred in connection with the grant operations of equity interests the ESOP, but, in the case of the foregoing clauses (ii) through (v), only to the extent distributions from limited partnership units of the Partnership owned by the Provider are not sufficient to make all such payments. In addition, the Partnership and the Services Recipients shall reimburse the Provider for all costs and expenses incurred by the Provider in connection with the formation, capitalization, business or other activities of the Provider pursuant to the Antero Midstream GP LP Long-Term Incentive Plan (the “AMGP LTIP”)), or (c) to reflect any increase in the scope and extent of the Services; provided, however that the Services Fee shall not be decreased below the initial fee provided in this Agreement unless the type or extent of such Services materially decreasesAgreement. The Partnership shall also reimburse Antero be jointly and severally liable for its Affiliates other than obligations and the Partnership Group (collectively, the “Antero Group”) for all other direct or allocated costs and expenses in excess obligations of each of the other Services Fee, in each case, to the extent that Recipients under this Article V. Each of such costs and expenses are incurred by the Antero Group and are directly allocable to the provision of other Services to the Partnership Group, including the following: (a) any payments or expenses incurred for insurance coverage, including allocable portions of premiums, and negotiated instruments (including surety bonds and performance bonds) provided by underwriters with respect to the assets or the business of the Partnership Group; (b) all expenses and expenditures incurred by the Partnership or the General Partner, if any, as a result of the Partnership becoming and continuing as a publicly traded entity, including but not limited to, costs associated with annual and quarterly reports, independent auditor fees, partnership governance and compliance, registrar and transfer agent fees, tax return preparation and related services, legal fees and independent director compensation; and (c) any taxes Recipients (other than payroll taxes incurred by the Antero Group Laurel and which are directly allocable to the provision Buckeye Pipe Line) shall be jointly and severally liable for its obligations and for those of Services to the Partnership Group, unless such payroll taxes were incurred by the Antero Group in connection with the grant of any equity interests in the Partnership pursuant to the AMGP LTIP) or other direct operating expenses paid by the Antero Group for the benefit each of the Partnership Groupother Services Recipients under this Article V. The obligations of Laurel and Buckeye Pipe Line shall each be several. For purposes of Except as set forth in this Article V, the Provider will not have the right to receive any other compensation for performing its duties and responsibilities under this Agreement, “Affiliate” means, when used with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person. As used herein, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise, and the term “Person” means any natural person, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, joint stock company or governmental authority.

Services Fee. Subject to the second succeeding sentence, in consideration of the Services, ASM shall pay each Sponsor (or their respective designee(s)) its applicable Ownership Percentage of an aggregate amount of $4,000,000 per year (the “Annual Fee”). The Annual Fee shall be payable by ASM to each of LGP, CVC and Juggernaut in accordance with equal monthly installments in advance, on the terms and provisions first business day of each month commencing on the first such day following the date hereof, without regard to the amount of services actually performed by LGP, CVC or Juggernaut. Expenses reimbursed or reimbursable under Section 2.2 of this Article 3 Agreement shall be referred to as the “Covered Expenses.” To the extent that, solely as between LGP and CVC, (i) one such reasonable allocation Sponsor (together with its affiliates) has higher Covered Expenses than the other such Sponsor (the latter referred to as “Affected Sponsor”) pursuant to Section 2.2 in any calendar year and (ii) such difference (the “Expense Catchup”) is greater than $100,000, then an amount equal to (X) the amount of the Expense Catchup minus $100,000 multiplied by (Y) 50%, shall (I) increase the allocable portion of the Annual Fee payable to the Affected Sponsor and (II) decrease the allocable portion of the Annual Fee payable to the other procedures Sponsor, in each case in the first month of the immediately succeeding year; provided that to the extent the Affected Sponsor does not recover the full amount of the Expense Catchup in such month, such adjustment to the Annual Fee shall continue to be made in each successive month until the Affected Sponsor receives the full Expense Catchup pursuant hereto. The “Ownership Percentage” of each Sponsor shall be as follows: 47% for CVC, 47% for LGP and 6% for Juggernaut. For the avoidance of doubt, each Sponsor’s Ownership Percentage under this Agreement shall not be increased or decreased by any transfers to Permitted Transferees under the Second Amended and Restated Agreement of Limited Partnership of Karman Topco L.P., as such agreement may be agreed upon by the Parties amended from time to time, the Partnership hereby agrees to pay Antero a fixed fee at the rate of $500,000 per complete year that this Agreement is in effect (the “Services Fee”), payable in equal monthly installments on or before the tenth (10th) business day of every month, commencing on the first month following the Effective Date. The Services Fee is subject to adjustment on an annual basis, beginning on January 1, 2018, (a) by a percentage equal to the change in the Consumer Price Index over the previous 12 calendar months, (b) to reflect any increase in the cost of providing the Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Partnership Group, including the rules of any exchange upon which the Partnership’s debt or equity is listed or traded or any law, rule or regulation regarding payroll taxes applicable to the Partnership Group (other than changes in any law, rule or regulation applicable to payroll taxes incurred by the Antero Group in connection with the grant of equity interests in the Partnership pursuant to the Antero Midstream GP LP Long-Term Incentive Plan (the “AMGP LTIP”)), or (c) to reflect any increase in the scope and extent of the Services; provided, however that the Services Fee shall not be decreased below the initial fee provided in this Agreement unless the type or extent of such Services materially decreases. The Partnership shall also reimburse Antero and its Affiliates other than the Partnership Group (collectively, the “Antero Group”) for all other direct or allocated costs and expenses in excess of the Services Fee, in each case, to the extent that such costs and expenses are incurred by the Antero Group and are directly allocable to the provision of Services to the Partnership Group, including the following: (a) any payments or expenses incurred for insurance coverage, including allocable portions of premiums, and negotiated instruments (including surety bonds and performance bonds) provided by underwriters with respect to the assets or the business of the Partnership Group; (b) all expenses and expenditures incurred by the Partnership or the General Partner, if any, as a result of the Partnership becoming and continuing as a publicly traded entity, including but not limited to, costs associated with annual and quarterly reports, independent auditor fees, partnership governance and compliance, registrar and transfer agent fees, tax return preparation and related services, legal fees and independent director compensation; and (c) any taxes (other than payroll taxes incurred by the Antero Group and which are directly allocable to the provision of Services to the Partnership Group, unless such payroll taxes were incurred by the Antero Group in connection with the grant of any equity interests in the Partnership pursuant to the AMGP LTIP) or other direct operating expenses paid by the Antero Group for the benefit of the Partnership Group. For purposes of this Agreement, “Affiliate” means, when used with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person. As used herein, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise, and the term “Person” means any natural person, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, joint stock company or governmental authority.