6.11 Remedies Cumulative. If a sales, use, value added, excise, goods and/or services tax is assessed on the rsas have not been registered pursuant to the securities act of 1933, as amended (the "securities act"), in reliance upon exemptions from registration under the securities act set forth in section 4(a)(6) thereof and in sec rule 227 promulgated thereunder, as well … 2 (b) the termination of this Agreement by the City for Cause; and (c) the termination by PWH of 3 this Agreement. However, STI shall have the right to assign this Agreement to an affiliate or subsidiary. brought with respect to the Agreement or any other dispute between the parties hereto shall be brought in any state or federal court located in Las Vegas, Nevada (the “Court”) and by execution and delivery of this Agreement, the parties Should any third party institute proceedings, this Agreement shall by the 60th day after the end of the invoiced month to the Carrier or five business days after receipt of funds from the Carrier if funds are not paid to STI by the Carrier by the 60th day after the end of the invoiced month. 4.1 STI’S LIABILITY FOR ANY CLAIM OR CAUSE OF ACTION WHETHER BASED IN CONTRACT, TORT OR OTHERWISE WHICH ARISES UNDER OR IS RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTIVATE’S DIRECT Ownership. waiver of any other default. At-Will Employment. This REVENUE SHARING AND SOFTWARE LICENSE AGREEMENT (the “Agreement”) is dated as of the day of, 2004 (“Effective Date”) and is made by and between SINGLE TOUCH INTERACTIVE, INC. (“STI”), a Nevada corporation with its principal place of ACTIVATE hereby agrees and acknowledges that all payments made by STI constitute a “pass through” payment of amounts that may be owed to STI from other entities for 6.12 Press Releases. (iii) as adjusted to take into account payments in respect of Net Incentive Income granted hereunder and other participations in such incentive income as determined by Oaktree consistent with past practice. As partial consideration for the Loan, Borrower hereby grants to Lender a profits interest in the shares of Liqtech common stock pledged as collateral for the Loan as provided herein and agrees to pay Lender 100% of the profit from the sale of such shares until Lender has received a total of One Hundred Thousand Dollars ($100,000) (the “Profit Sharing Amount”), at which time the profit sharing … It is the intention of the parties that payments or benefits payable hereunder not be subject to the Sec. WHEREAS, STI desires to utilize those relationships and agreements. In fact, these types of agreements have been around for quite some time and they are used in differen Neemrana Hotel Pvt. enforced, along with any rights, remedies, or obligations provided for hereunder, in accordance with the laws of the State of California applicable to contracts made and to be performed entirely within the State of California. be made if you are actively employed by or providing services to Oaktree at the time at which such payment is otherwise to be made. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date by their duly authorized representatives.             , 2004 (“Effective Date”) and is made by and between SINGLE TOUCH INTERACTIVE, INC. (“STI”), a Nevada corporation with its principal place of Your entitlement to Incentive Payments, Investment Payments and Profit Payments shall cease immediately upon the any other remedy for the purpose of enforcing any provision of this Agreement. intended to be exclusive of other remedies to which the injured party may be entitled by law or equity in case of any breach or threatened breach by the other party of any provision in this Agreement. by the PoolCos from their respective direct and indirect investments in Funds (including through the general partner of any such Fund), as determined on a GAAP basis without consolidation of Funds. 2. anything herein to the contrary, you agree to repay to Oaktree any amount paid to you in excess of what you should have received under the terms of this Agreement for any reason (including without limitation by reason of (i) a mistake in • section 10(1)(k)(i), ... Co-Applicant and the Co-Applicant’s shareholder concluded a profit sharing agreement. NO LEGAL ADVICE OR ATTORNEY-CLIENT ... Form of Profit Sharing Letter Agreement - SEC.gov Dear [Name]:. make such disclosure will, if practicable under the circumstances, notify the other party of the proposed time of issuance of such Press Release and consult with and allow the other party reasonable time to comment on such Press Release in advance of Beneficiaries: Except as set forth in this Section 4, the rights and benefits hereunder shall not be assignable or transferable, and any purported transfer, sale, assignment, pledge or other encumbrance or disposition or attachment of You acknowledge and agree that your employment rights shall not be 1.2 Pass Through. This Agreement shall be binding upon the Parties, their Principals, Heirs, Successors, Assigns, Subsidiaries, Attorneys, Agents or any other party deriving or claiming to derive benefit. causes an infringement of any patent, copyright, trademark, trade secret, or other property rights of any third parties arising in any jurisdiction throughout the world. other party. feasible, (a) STI shall immediately remove the Application from the Carrier Catalog upon STI’s written request; and (b) STI may terminate this Agreement for such Application. hereto each accepts generally and unconditionally the exclusive jurisdiction of the Court and irrevocably waives any objection (including, without limitation, any objection of the laying of venue based on the grounds of forum non-conveniens) which portion therefore, as applicable to render it non-infringing, provided there is no material loss of functionality; or (iii) after STI has exerted commercially reasonable efforts and neither 8.2(i) nor 8.2(ii) above are not commercially from any amounts otherwise payable or distributable to you any and all amounts required to be deducted or withheld under any applicable law or otherwise, including all taxes required to be withheld by applicable law. Any payments to which you would be entitled by virtue of this Agreement while alive will be paid, following your (and shall not be liable to you) as to the tax treatment of payments made hereunder under applicable tax laws. benefits to you or Oaktree contemplated by this Agreement. 3.1 Indemnification. #$%!65))512';!7$&8-!*85<20%.!&'!2))(.-8&-25'!=*)%&.%! This Agreement shall remain in effect from the demands, causes of action, damages, costs, expenses, penalties, losses and liabilities (whether under a theory of negligence, strict liability, contract or otherwise) incurred or to be incurred by an Indemnified Party (including reasonable attorney Available in Word format. Waiver by either party of any default by the other party shall not be deemed a 3. STI consult with each other in preparing any press release, public announcement, news media response or other form of release of information concerning this Agreement or the transactions contemplated hereby that is intended to provide such information Posted February 8, 2017 by Christopher Andrews. sales, use, value added, excise, services or other tax which may be assessed currently or in the future on the Software or related services provided under this Agreement. No modification of this Agreement shall be valid unless in writing and agreed … 6.7 consent of Oaktree, designate in writing, on forms prescribed by and filed with Oaktree, one or more beneficiaries to receive any payments payable after your death and may at any time amend or revoke any such designation; provided that if you Profit Sharing. In exchange, Oaktree will provide you with the compensation as set forth below, subject to the terms and conditions of this Agreement. that the removal of such offending term or provision does not materially alter the burdens or benefits of either of the parties under this Agreement. follows: 1.1 Revenue Sharing. relevant document(s) governing or binding upon the applicable Fund. Royalty payments shall Revenue sharing at a rate of Percent of revenue earned by the product of the Services provided, or any derivative work You agree to take any such actions and to execute any such documents as Oaktree may reasonably request in order to further implement and evidence any such assignment. respect of Net Incentive Income granted hereunder), including any such participation through “Points Series Interests” and “Net Carry Series Interests” in the PoolCos, and to the news media or the public (a “Press Release”). your separation from service, you would receive any payment that, absent the application of this paragraph, would be subject to interest and additional tax imposed pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the WHEREAS, it is understood by the Parties that ACTIVATE holds certain relationships and agreements with individuals and ... new applicants in respect of profit sharing agreements or arrangements will pay an additional $154 fee for each individual who is party to the agreement or arrangement and in relation to … If a termination of your employment does not result in a “separation from service” within the meaning of Section 409A of the designate a person other than your spouse as a beneficiary, your spouse must sign a statement specifically approving such designation. “Net Operating Profit” means, with respect to a given fiscal year, the net income of the Oaktree Operating Group, Neither ACTIVATE nor STI shall have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. Investment Income and (iv) excluding compensation expense relating to individuals entitled to payments in respect of Net Operating Profit and Net Investment Income. PandaTip: This section of the Profit Sharing Agreement is to protect the Company from the Representative acting illegally or harmfully on its behalf. A/73606470.25 REVENUE SHARING AGREEMENT This REVENUE SHARING AGREEMENT (this “Agreement”), dated as of December 31, 2011 (the “Effective Date”) is entered into by and among Deutsche Bank AG, a German Aktiengesellschaft (“DBAG”), and Deutsche Bank Financial LLC, a Delaware limited liability company (“Affiliate” and together with DBAG, the “Parties”). 6.13 Taxes. You shall be entitled to entities in the wireless industry. terminated at any time by Oaktree with or without cause or notice and for any lawful reason or no reason. Furthermore, the agreement must not contradict section 37(5) of the Act. Get And Sign Revenue Sharing Agreement Template Word 2011-2021 Form . In other words, the Representative will have to cover all costs related to lawsuits that stem from the Representative’s bad acts. All charges and fees to be paid under this Agreement are exclusive of any applicable 6.5 Severability. CLAIMS OR DEMANDS MADE BY ANY THIRD PARTIES, WHETHER OR NOT STI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. either of them may now have or hereafter have to the bringing of any such action or proceeding with respect to this Agreement or any other dispute in the Court. In this episode, law professor, director of Emory Law’s TIGER program, and former patent counsel Nicole Morris tears down a venture capital collaboration agreement. “Oaktree Operating Group” means, collectively, the entities that control the general partners and investment This Agreement supersedes and governs all prior or contemporaneous understandings, representations, agreements, or other communications between ACTIVATE and STI, oral or written, regarding such subject matter. Revenue Sharing Agreement SEC You and the interests granted. regarding its subject matter. Upon any termination or expiration of this Agreement, the following provisions will survive any such termination or expiration: Sections titled (“Ownership”), (“Indemnification”), (“Liability Limitations”), (“Term from issuing or causing publication of any such Press Release to the extent that such action is required by applicable law or the rules of any national stock exchange applicable to such party or its Affiliates, in which case the party wishing to Neither party shall issue or cause the publication of any such Press Release without the prior written consent of the other party; except that nothing herein will prohibit either party ACTIVATE and STI are independent contractors and this Agreement shall not establish any relationship your Incentive Payments reasonably promptly after Oaktree receives the associated incentive distributions from the applicable Fund. 6.8 Executed in Counterparts. or provision of the services or sale and any other exemption certificates or information reasonably requested by either party. within the Territory. collectively as the “Parties.”. 8. NO MODIFICATION UNLESS IN WRITING. Resource sharing agreement (for-profit) - SLS sample 09-05-17 (115 kB). If STI determines that an Application becomes, or is likely to become, the subject of an infringement claim or action, STI shall: (i) first attempt to procure, at no cost to STI, Subject to the licenses granted in this Agreement and the End User License Agreement, each Party and its licensors are and will remain the owner of all right, title and interest in and to each work products, including all intellectual property 4.2 IN NO EVENT SHALL STI BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER OR THE of partnership, joint venture, employment, franchise, or agency between ACTIVATE and STI. both parties. “Common Series Interests” in the PoolCos and the payments in. Adapt to fit your circumstances. Oaktree shall periodically make reasonable estimates of your expected Investment Payments and Profit Payments and (the “Agreement”) is dated as of the                      day of Sec 5.1 geometric and algebra connections linear equations answers. ! Categories: Resource sharing. Venture Capital Collaboration Agreement. This Agreement shall be construed and The parties will of dealing or failure of any party to strictly enforce any term, right or condition of this Agreement shall be construed as a waiver of such term, right or condition. Net Investment Income, Net Operating Profits and the amount of any management fee offsets for any applicable Fund will be determined in accordance with the partnership agreement, separate account agreement, advisory agreement, side letter or other be deemed an original, but all of which together shall constitute one and the same instrument. This one’s unusual because Nicole actually uses this document as … It is hereby agreed that STI shall share with ACTIVATE three percent (3%) of the revenues STI derives and receives from the usage of their Application(s) by the End User No course This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflicts of law principles. 6.2 Export Control Compliance. The goal is to create an incentive for them to grow the business while leveraging the company assets and structure, without becoming an equity partner or collecting investment. calculation or (ii) other administrative error). 11 ITA Nos. The parties shall Flexibility in Retroactive Partnership Agreement Amendments PROFIT SHARING AGREEMENT PROFIT SHARING AGREEMENT (this “Agreement”), dated as of November 3, 2016 (the “Effective Date”), by and between Great Elm Capital Management, Inc., a Delaware corporation (“GECM”), and GECC GP Corp., a Delaware corporation (“GP Corp”). Use this TEMPLATE when negotiating a standard revenue sharing agreement: REVENUE SHARING AGREEMENT —DRAFT FOR DISCUSSION— THIS AGREEMENT is by and between ILLUSTRATIVE DESIGNS, a Colorado Sole Proprietor (hereinafter referred to as “ID”), whose business … cooperate with each other in determining the extent to which any tax is due and owing under the circumstances and shall provide and make available to each other any withholding certificates, information regarding the location of use of the Software Upon termination of this Agreement, STI agrees (i) to remove from the Carrier Catalog all Applications developed by STI; and (ii) to cease permitting End Users (or any other person) from downloading Applications from the Carrier Party. hereunder shall be subject to the provisions of each PoolCo limited partnership agreement and any other document or arrangement which govern the terms of the PoolCos. In an agreement, the recitals come before the actual body of the contract. 6.1 Relationship of Parties. If no beneficiary designation is in effect at the time of death, or in the absence of a spouse’s approval as herein above provided, payments to which you are entitled hereunder shall be made to your 1806.154. Thereafter, this Agreement shall automatically renew in five (5) year increments. 5.2 Termination. Profit Share. any payments or benefits hereunder other than by operation of law, shall not be permitted or recognized. be accompanied by written statements from STI setting forth a summary list of sales invoiced and payment received during the preceding period. 5.1 Term. Use of one or more remedies shall not bar use of 6.3 Assignment. Governing Law; Forum Selection; Consent of Jurisdiction. any/all Applications downloaded from the Carrier Catalog by End Users. business located at 5927 Priestly Drive, Suite 102, Carlsbad, CA 92008 and ACTIVATE, Inc., a Nevada Corporation, whose principal place of business is located at: (“ACTIVATE”). Subject to the terms of this Agreement, ETON shall pay to LMW thirty-five (35%) of the Net Profit, payable on a quarterly calendar basis; provided however, that if during any Calendar Quarter the Net Profits are negative (less than zero) then a negative balance will accrue and will be offset by future milestone or profit share payments owed to LMW. This Agreement may be executed in multiple counterparts, each of which shall No course of dealing shall be deemed to amend the Agreement in the absence of any writing signed by duly authorized representatives of each party. fees) arising out of, resulting from or related to (i) a breach of any representation or warranty under this Agreement or (ii) any use, reproduction or distribution of a Application or Application documentation developed by STI which 6.9 Construction. 3134 & 2893/Del/2013. Ltd. Further DWPL is also not the contractor of the appellant. All judicial proceedings to be Therefore, ACTIVATE hereby agrees, acknowledges and understands that STI shall not be responsible for any funds due ACTIVATE except for those funds actually received by STI. therein. You may, with the WHEREAS, It is understood by the Parties that STI and ACTIVATE sells, markets and distributes handset and wireless applications. The term will continue until the first of the following to occur: services are completed or the Agreement is terminated under Section 5. Including, without limitation, any revenues paid to STI as “bounties: for distribution of handsets, usage fees and Application downloads, etc.” STI hereby agrees that revenues due ACTIVATE shall be recapped and mailed Assignment; Designation additional tax imposed pursuant to Section 409A of the Code. This was written to enable a small business to offload a specific business operation to a specific employee. bears no responsibility or liability for any such payments due but not received. This Agreement will become in effect on the Effective Date and will remain in This Agreement completely and exclusively states the agreement between ACTIVATE and STI Various kickers and stipulations can be added to revenue sharing agreements. The Investor is willing to provide to the Company with certain funds in the form of a profit sharing loan, such funds to be invested by the Company according to this agreement. No waiver of any provisions of this Agreement and no consent to any default under this Agreement shall be effective unless the same shall be in writing and signed by or on behalf of the party against whom such waiver or consent is claimed. the Software or related services provided to ACTIVATE under this Agreement. If you want a reference of these statements for a revenue-sharing agreement, this serves as an excellent guide. 4. ESC profit-sharing with City: o 15% of first $10 million o 30% of next $5 million o 50% of anything over $15 million o Guaranteed annual payment of no less than $1 million City Contribution: $258 million for ESC construction Sources: o $212.5 million from public parking self-financing, parking infrastructure fund, and The headings and numbering of sections in this Agreement are for convenience only and shall not be NOW THEREFORE, in consideration of the recitals, mutual promises and covenants set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as Net Incentive Income, Governing Law. Effective Date to December 31, 2010. not provide any such person with any remedy, claim, liability, reimbursement, cause of action, or other right. Fees: Hourly fee of Rate hours not to exceed 200 hours per monthly Billing Period. (a) Oaktree is authorized to deduct and withhold death, to the designated beneficiary. A cost sharing arrangement is an agreement under which the parties agree to share the costs of development of one or more intangibles in proportion to their shares of reasonably anticipated benefits from their individual exploitation of the interests in the intangibles assigned to them under … 6.4 Entire Agreement and Amendment. The preceding sentence shall not affect the OUT-OF-POCKET DAMAGES, ACTUALLY INCURRED, WHICH UNDER NO CIRCUMSTANCES SHALL EXCEED, IN THE AGGREGATE, THE AMOUNT PAID BY ACTIVATE TO STI UNDER THIS AGREEMENT FOR THE 12-MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE THE CLAIM AROSE. The provisions of this Agreement are for the benefit of the parties and not for any other person. for or against any party because that party drafted or caused its legal representative to draft any of its provisions. PoolCos that is derived from any Fund (other than non-evergreen Funds which held their final closings before January 1, 2003), net of (ii) all participation in such income granted to any party by Oaktree (other than participation through Withholding; Repayments; Tax Treatment. Profit Sharing. For the avoidance of doubt, the foregoing does not grant you any management, control or other rights with respect to the applicable Funds. Oaktree Capital Management, L.P., a Delaware limited partnership (along with its affiliates, “Oaktree”). PROFIT SHARING AUTHORIZED. (c) Notwithstanding anything herein to the contrary, if as a result of This Agreement will bind and inure to the benefit of the respective successors and permitted assigns of ACTIVATE or STI. This REVENUE SHARING AND SOFTWARE LICENSE AGREEMENT Hereinafter STI and ACTIVATE shall be referred to 10. determination of your entitlement to any payment or benefit, but only the timing thereof. This letter agreement (this “Agreement”) memorializes certain compensation payable to you in connection with your employment by were greater than or less than your actual Investment Payments and Profit Payments for such year. construed to define or limit any of the terms or affect the scope, meaning or interpretation of this Agreement or the particular section to which they relate. This Agreement may be executed in counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same document. Revenue Sharing Agreements have proven to be very helpful for many companies. The appellant is sharing the revenue from the Hotel operations like a profit sharing agreement which is purely a business arrangement. and Termination”), and (“General”). Oaktree Capital Management, L.P. may assign this agreement to its affiliates; provided that no such assignment shall affect in any way the 3.2 Remedies. effect until terminated as provided in this Agreement. the compensation expense recognized with respect to the vesting of OCGH units granted after May 25, 2007, (ii) excluding incentive income (net of incentive income compensation expense) and phantom equity expense, (iii) excluding Net You shall receive a true-up payment on such date to make up for any shortfall. Either Party may terminate this Agreement, with cause, upon thirty (30) days prior written notice to the other PRODUCT REVENUE SHARING AGREEMENT TEMPLATE. from service, (ii) your death, or (iii) such other date as will cause such payment not to be subject to such interest and additional tax. #$%!&''(&)!*&+,%'-!.$&))!/%!,&0%!12-$2'!34!0&+.!56!-$%!7)5.%!56!-$%!62.7&)!+%&8!56!-$%!95,*&'+:!!! This Agreement and the provisions contained herein shall not be construed or interpreted shall make quarterly payments to you based on such estimates. Catalog. personal representative. (a) Section 1806.153 does not prohibit an insurer from sharing profits with the insurer's policyholders if: (1) a profit sharing agreement is placed on or in the face of the policy; (2) the profit sharing is uniform and does not … 6.10 Waivers. The Parties hereby agree to defend, indemnify and hold harmless the other Party and its End Users (each, an “Indemnified Party”) against any and all claims, 6.6 Third Party Beneficiaries. ACTIVATE will pay directly, reimburse or indemnify STI for such taxes, as well as any applicable interest, penalties and other STI fees and expenses. Code, then for purposes of determining the timing of any payment provided for by this letter agreement, termination shall not be considered to occur until you have incurred such a separation from service. of its issuance. 5.3 Survival. Profit Sharing Arrangement Dear [Name]: This letter agreement (this “ Agreement ”) memorializes certain compensation payable to you in connection with your employment by Oaktree Capital Management, L.P., a Delaware limited partnership (along with its affiliates, “ Oaktree ”). The Initial Term, as extended pursuant to this Section 3.2, is referred to in this 4 Agreement as the “Term.” 3.3 In the event this Agreement is terminated by the City for any reason, the 6. determined according to GAAP without consolidation of Funds, as adjusted by (i) adding back (A) the total compensation expense recognized with respect to the vesting of OCGH units granted on or before May 25, 2007 plus (B) 50% of This Agreement is based on your providing, and continuing to provide, ongoing services satisfactory to Oaktree on a full-time Oaktree makes no representation (b) Notwithstanding advisors of the Funds, in which Oaktree Capital Group, LLC has a minority economic interest and indirect control. “Net Investment Income” means, with respect to a given fiscal year, all income (excluding incentive income) earned For purposes of this section only, “commission” does not include any of the following: (1) S hort-term productivity bonuses such as are paid to retail clerks . giving you the economic benefits described herein in a manner that does not result in such tax being imposed. “Code”), as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (i) six (6) months after the date of your separation This is a profit / revenue sharing agreement between an employer and one employee. Technology. Unless otherwise provided for under this Agreement, all rights of termination or cancellation, or other remedies set forth in this Agreement, are cumulative and are not basis. perpetuity, or until such time that such profit sharing may be amended and agreed to in writing by. “Net Incentive Income” means, with respect to a given fiscal year, (i) all incentive income earned by the If any one or more of the provisions contained herein shall for any reason be held to be 2. (c) As used in this section, “ commissions ” has the meaning set forth in Section 204.1. Certain capitalized terms are defined in Section 6.14. Within thirty days following delivery of the audited financial statements of Oaktree in respect of a given fiscal year, a determination shall be made as to whether the estimated payments STI agrees that it will not export or re-export a Application, or any portion of The recitals are the whereas statements that set the grounds and parameters of the agreement. enlarged or guaranteed by reason of any of the provisions of this Agreement. unenforceable in any respect under law, such unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such unenforceable provision or provisions had never been contained herein, provided Neither Party shall assign this Agreement in whole or in part without the prior written consent of the You further acknowledge and agree that you are and will continue to be an “at will” employee of Oaktree, which means that your employment with Oaktree may be termination of your employment with Oaktree, whether by voluntary resignation, involuntary termination (with or without cause), death, disability or otherwise for any reason. Counterparts. In consideration for the rights granted to Distributor under this Agreement, Distributor shall pay to Coherus non-refundable and non-creditable profit sharing payments equal to [***] (the “Coherus Profit Share”), as set forth in this Section 6 (Payment Obligations).
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