Common use of Remuneration and fees Clause in Contracts

Remuneration and fees. 6.1 In consideration of the services provided by the Manager under this Agreement the relevant Subsidiary, failing which the Company, agrees to pay to the Manager fees calculated from the Effective Date as follows (the “Management Fees”): 6.1.1 US$20,000 per Owned Ship per month calculated on a daily basis (a) from the date: (i) of delivery to the relevant Subsidiary under the relevant sale contract; or (ii) in the case of Ordinary Newbuildings, of delivery to the relevant Subsidiary under the relevant shipbuilding contract; or (iii) in the case of Specialised Newbuildings, of signing of the relevant shipbuilding contract; or (iv) where the acquisition is structured as an acquisition of shares, on which the Company acquires the shares in a company which owns a ship; (b) to the date upon which: (i) the relevant Subsidiary ceases to own or operate the Ship; or (ii) the Company ceases to own the shares in the relevant Subsidiary. For these purposes, the number of Ships under management shall not affect the monthly management fee. 6.1.2 US$15,000 per Operated Ship per month calculated on a daily basis (a) from the date: (i) of delivery of a ship to the relevant Subsidiary under the relevant charter; or (ii) in the case of Ordinary Newbuildings, on which the Company or the relevant Subsidiary enters into a shipbuilding contract for the construction of a ship; or (iii) where the acquisition is structured as an acquisition of shares, on which the Company acquires the shares in a company which owns a ship under construction; (b) to the date upon which: (i) the relevant Subsidiary ceases to charter the ship; or (ii) in the case of Ordinary Newbuildings, the ship is delivered under the shipbuilding contract; or (iii) the Company ceases to own the shares in the relevant Subsidiary having a ship under construction; or For these purposes, the number of ships under management or the type of charter shall not affect the monthly management fee. 6.1.3 Such amounts as are necessary to reimburse the Manager for all out of pocket costs and expenses, to include travelling, auditing, legal assistance and all extraordinary expenses in connection with technical and/or operational assistance and other unexpected expenses, incurred in connection with the provision of the Management Services, whether by the Sub-Managers or the Manager. 6.2 The Management Fees referred to in Clause 6.1.1 shall be reduced to US$15,000 per month in the case of Specialised Ships; and in those cases the Manager shall, notwithstanding Clause 6.6, be entitled to charge the Subsidiary concerned for all sums payable by it to the Sub-Manager, where it has appointed the Sub-Manager under Clause 4. 6.3 In addition to the Management Fees referred to in Clause 6.1 and notwithstanding Clause 6.6, in the case of each Newbuilding the Company shall, at the direction of the Manager, pay on behalf of the Subsidiary concerned to any Sub-Manager appointed by it under Clause 4 in relation to the relevant Newbuilding, a fee of US$200,000 (or such other sum as may be agreed between the Manager and the Sub-Manager concerned) on delivery of the Newbuilding in payment for the cost of design and supervision of the Newbuilding by that Sub-Manager. 6.4 The applicable rate of remuneration payable to the Manager under Clauses 6.1.1 and 6.1.2 shall be adjusted upwards with effect from 1 January 2008 and subsequent anniversaries of that date by application, to the relevant per Ship amount, of a percentage figure reflecting 12 month Euribor, unless the parties agree otherwise. 6.5 The applicable rate of remuneration payable to the Manager under Clauses 6.1.1 and 6.1.2 shall be further adjusted upwards with effect from 1 January 2008 and subsequent anniversaries of that date (the “Revision Date”) if : 6.5.1 the Euro should have strengthened against the US$ at the business day preceding the Revision Date by more than 10 per cent from the rate existing on the business day following the Effective Date, in which case the rate of remuneration shall be adjusted upwards for the year in question by the percentage amount by which the Euro has so strengthened against the US$; or 6.5.2 the Manager should incur a material unforeseen increase in the costs of providing the Management Services, in which case the amount of such increase will be agreed between the Company and the Manager. 6.6 The Manager shall bear and pay the remuneration, however described, of the Sub-Managers and the Sub-Managers shall not be entitled to charge any fee, commission or turn by way of remuneration howsoever described which would be borne by the Company or any Subsidiary. The Manager and the Sub-Managers (if any) and their appointees or substitutes shall be entitled nevertheless to charge for: 6.6.1 sale and purchase brokerage commissions; 6.6.2 chartering commissions; 6.6.3 bunkers and lubricants commissions; and 6.6.4 average adjusting fees; any such charges to be at the rate currently agreed at the date of this Agreement or, where appropriate, at a rate determined on a basis no less favourable than that generally charged by the relevant Sub-Manager to its general customers.

Appears in 2 contracts

Sources: Management Agreement, Management Agreement (Tsakos Energy Navigation LTD)

Remuneration and fees. 6.1 In consideration of the services provided by the Manager under this Agreement the relevant Subsidiary, failing which the Company, agrees to pay to the Manager fees calculated from the Effective Date as follows (the Management Fees): 6.1.1 US$20,000 per Owned Fully Managed Ship per month calculated on a daily basis (a) from the date: (i) of delivery to the relevant Subsidiary under the relevant sale contract; or (ii) in the case of Ordinary Newbuildings, of delivery a Ship to the relevant Subsidiary under the relevant shipbuilding contract or sale contract; or (iii) in the case of Specialised Newbuildings, of signing of the relevant shipbuilding contract; or (ivii) where the acquisition is structured as an acquisition of shares, on which the Company acquires the shares in a company which owns a shipShip; (b) to the date upon which: (i) the relevant Subsidiary ceases to own or operate the Ship; or (ii) the Company ceases to own the shares in the relevant Subsidiary. For for these purposes, except as hereinafter provided, the number of Ships under management shall not affect the monthly management fee.; 6.1.2 Should at any time the number of Fully Managed Ships be less than 10, the Management Fee for each Fully Managed Ship during such period will be increased by an amount to be mutually agreed to reflect the increased costs to the Manager due to the reduced number of Fully Managed Ships under its management hereunder; 6.1.3 US$15,000 10,000 per Operated Ship per month calculated on a daily basis (a) from the date: (i) of delivery of a ship Ship to the relevant Subsidiary under the relevant charter; or (ii) in the case of Ordinary Newbuildings, on which subject to the Company or approval of the Board of Directors of the Company, of signing of the relevant Subsidiary enters into a shipbuilding contract for the construction of a shipcontract; or (iii) where the acquisition is structured as an acquisition of shares, on which the Company acquires the shares in a company which owns a ship Ship or has a Newbuilding under construction; or (iv) of delivery of a Ship by the relevant Subsidiary to a bareboat charterer where it is bareboat chartered out by that Subsidiary; (b) to the date upon which: (i) the relevant Subsidiary ceases to charter the shipShip; or (ii) in the case of Ordinary Newbuildings, the ship is delivered under the shipbuilding contract; or (iii) the Company ceases to own the shares in the relevant Subsidiary having a ship under construction; or For Subsidiary; (iii) for these purposes, the number of ships Ships under management or the type of charter shall not affect the monthly management fee.; and 6.1.3 Such 6.1.4 such amounts as are necessary necessary, so long as they are commercially reasonable and customary, to reimburse the Manager for all out of pocket costs and expenses, to include travellingtraveling, auditing, legal assistance and all extraordinary expenses in connection with technical and/or operational assistance and other unexpected expenses, incurred in connection with the provision of the Management Services, whether by the Sub-Managers or the Manager. 6.2 The Management Fees referred to in Clause 6.1.1 shall be reduced to US$15,000 per month in the case of Specialised Ships; and in those cases the Manager shall, notwithstanding Clause 6.6, be entitled to charge the Subsidiary concerned for all sums payable by it to the Sub-Manager, where it has appointed the Sub-Manager under Clause 4. 6.3 In addition to the Management Fees referred to in Clause 6.1 and notwithstanding Clause 6.66.5, in the case of each Newbuilding the Company shall, at the direction of the Manager, pay on behalf of the Subsidiary concerned to any Sub-Manager appointed by it under Clause 4 in relation to the relevant Newbuilding, a fee of US$200,000 (or such other sum as may an amount per month to be mutually agreed between by the Manager Company and the Sub-Manager concerned) on Manager, such amount to be reasonable and customary, from the date the shipyard confirms that steel cutting has commenced to the date of delivery of the Newbuilding in payment for the cost of design construction, drawing approval and supervision of the construction of the Newbuilding by that Sub-Manager, together with a further amount to be mutually agreed by the Company and the Manager, such amount also to be reasonable and customary, to cover the expenses incurred by the Manager from the date the letter of intent is signed by such shipyard until commencement of steel cutting in setting up an office at the shipyard, acquiring accommodation for staff and in supervising the construction. 6.3 The applicable rate of remuneration payable to the Manager under Clauses 6.1.1, 6.1.2 and 6.1.3 shall be adjusted, at the discretion of the Manager, upwards or, at the discretion of the Company, downwards, as the case may be, only with effect from 1 January 2010 and subsequent anniversaries of that date. The rate per Ship per month payable to the Manager under Clauses 6.1.1, 6.1.2 and 6. 1.3 immediately before 1 January 2010 and each anniversary of that date will be increased or decreased, as the case may be, from such date by a percentage equal to any percentage increase or decrease in the Greek Consumer Price Index as announced by the Greek National Statistical Service Office as at such date over such Greek Consumer Price Index as at the date 12 months before such date (or, in the case of the first review, such Greek Consumer Price Index as at the date of this Agreement). 6.4 The applicable rate of remuneration payable to the Manager under Clauses 6.1.1 and 6.1.2 shall be adjusted further adjusted, at the discretion of the Manager upwards or, at the discretion of the Company, downwards, as the case may be, with effect from 1 January 2008 and subsequent anniversaries of that date by application, to the relevant per Ship amount, of a percentage figure reflecting 12 month Euribor, unless the parties agree otherwise. 6.5 The applicable rate of remuneration payable to the Manager under Clauses 6.1.1 and 6.1.2 shall be further adjusted upwards with effect from 1 January 2008 2009 and subsequent anniversaries of that date (the Revision Date) if : 6.5.1 6.4.1 the Euro should have strengthened or weakened against the US$ US$at the business day preceding the Revision Date by more than 10 ten per cent (10%) from the rate existing on the business day following the Effective Date, in which case the rate of remuneration shall be adjusted upwards if it has so strengthened or downwards if it has so weakened for the year in question by the percentage amount by which the Euro has so strengthened or weakened, as the case may be, against the US$; or 6.5.2 6.4.2 the Manager should incur a material unforeseen increase or decrease in the costs of providing the Management Services, in which case the amount of such increase or decrease will be agreed between the Company and the Manager. 6.6 6.5 The Manager shall bear and pay the remuneration, however described, of the Sub-Managers and the Sub-Managers shall not be entitled to charge any fee, commission or turn by way of remuneration howsoever described which would be borne by the Company or any Subsidiary. The Manager and the Sub-Managers (if any) and their appointees or substitutes shall be entitled nevertheless nevertheless, in their discretion, to charge for: 6.6.1 6.5.1 sale and purchase brokerage commissions; 6.6.2 chartering commissions; 6.6.3 bunkers commission of one per cent (1%) (except with respect to the initial sale and lubricants commissionstransfer of the Vessels to the Company); and 6.6.4 average adjusting fees; any such charges 6.5.2 chartering commission of one and one quarter per cent (1.25%) (except with respect to be at the rate currently agreed at existing charters covering the date of this Agreement or, where appropriate, at a rate determined on a basis no less favourable than that generally charged by the relevant Sub-Manager to its general customersVessels).

Appears in 1 contract

Sources: Management Agreement (Conbulk Corp)