The Business Manager. The Business Management Agreement is continual and may be terminated after the earlier of (i) the date that is five years after the date of signing of the Business Management Agreement and (ii) the date on which 2/3 of the shareholders of the Company request it. Termination of the Business Management Agreement after five years as mentioned in (i) shall require 12 months written notice. In the event of termination as mentioned in (ii), such termination shall enter into effect immediately. The Business Manager shall receive a payment of SEK 1,200,000 p.a., excl. VAT, 2017 (annualised) in consideration for its services rendered as Business Manager. In addition, the Business Manager shall receive a start-up fee of SEK 250,000 excl. VAT (non-recurring item). If other reporting obligations are imposed on the Business Manager by government authorities, or if there are material changes in the lease structure, the Business Manager shall be entitled to adjust the fixed fee in accordance therewith. The fees shall be adjusted annually by 100% of the change in CPI, with the first such adjustment taking place in January 2018. The first adjustment shall be based on the index value as of October 2017, with reference to the index value as of October 2016. If the change in CPI is negative, no adjustment is to be done. Any duties not specified in the agreement, or carried out after the expiry of the agreement, shall be compensated at the standard hourly rates of the Business Manager, which are currently between SEK 950 and 1,500, excl. VAT. Furthermore, the Business Manager shall receive consideration based on the said hourly rates for the administration of tender processes for the joint procurement of goods and services from the Business Manager’s contractors. If other reporting obligations are imposed on the Business Manager by government authorities, or if there are material changes in the lease structure, the Business Manager shall be entitled to adjust fees in accordance therewith. There shall for certain supplementary duties be agreed a separate fee based on market terms. Examples of such supplementary duties are:
The Business Manager. The Business Manager is an Illinois corporation duly organized, validly existing, and in good standing under the laws of the State of Illinois with full power and authority to conduct the business in which it proposes to engage as described in the Prospectus, and is or will be qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which it is doing business as such, as described in the Prospectus, which (i) requires such qualification to enable the Business Manager to conduct the business in which it is engaged or proposes to engage as described in the Prospectus, or (ii) may require such qualification and the failure to so qualify might result in material adverse consequences to the Business Manager or the Company.
