Compensation of Operator Sample Clauses

Compensation of Operator. As compensation to the Operator for providing the Operations and Construction Services under this Agreement, the Operator shall be entitled to any and all revenues generated from or dedicated to the operation of the System. The District authorizes the Operator to send invoices or otherwise ▇▇▇▇ directly to customers and to determine the time and manner for the collection of payments from customers who use the System. To the extent that any customer sends payment to the District for any invoice or ▇▇▇▇ sent by the Operator, the District shall promptly forward such payments to the Operator.

Compensation of Operator. The Operator shall be entitled to reimbursement for all of its expenditures reasonably incurred in its duties as Operator from the Participants and its compensation will be part of the budget of each Program.

Compensation of Operator. In compensation for its operating services under this Agreement, Operator shall be entitled to receive: (a) Operator's actual, documented labor costs and out-of-pocket expenses, up to a maximum amount of Forty-Five Thousand Dollars ($45,000), for Operator's services in preparation of the Greenhouse design and construction specifications and in evaluating bids for Greenhouse design and construction, as described in Sections 4.1 and 4.2 of this Agreement. Such compensation shall be paid in arrears twenty (20) days after receipt of Operator's adequately-documented invoice, which Operator shall deliver to Owner within ten (10) days after the end of each calendar month in which such services were performed. However, in no event shall such amount exceed the amount Owner would have paid had these services been billed upon a percentage of completion basis calculated with respect the maximum payment due under this Section 6.10(a). (b) Operator's actual, documented labor costs and out-of-pocket expenses, up to a maximum of Eleven Thousand Dollars ($11,000) per month and Eighty-Eight Thousand Dollars ($88,000) in the aggregate, for Operator's construction supervisory services described in Section 4.4 hereof. Such services shall commence on the date Greenhouse construction commences and end on the date Greenhouse construction is completed, a period which the parties currently expect to be no longer than eight (8) months in duration. Such compensation shall be paid in arrears twenty (20) days after receipt of Operator's adequately-documented invoice, which Operator shall deliver to Owner within ten (10) days after the end of each calendar month during the construction period. (c) Operator's share of Net Proceeds, determined and payable as set forth in Exhibit "B" to this Agreement.

Compensation of Operator. For the services to be performed by Operator and/or its affiliates pursuant to this Agreement, Valero shall pay Operator as follows: (a) On or before the 15th day of each calendar month, Operator will allocate to Valero a monthly cost share for the following internal support services: (i) pipeline right-of-way management, (ii) general administrative services, (iii) pipeline and terminals engineering services, (iv) corrosion control management, (v) pipeline safety and regulatory services, (vi) control center management, and (vii) SCADA and terminal automation services (collectively, the "Internal Support Services" and individually, a "Internal Support Service"). The percentage of costs to be allocated to the System for each Internal Support Service is different. The formula for determine the percentage for each Internal Support Service is set forth below: (1) For items nos. 4.1(a)(i),(ii), and (iii) generally described above, the allocated percentage is determined by dividing (x) the total number of miles of pipeline located within the System by (y) the total number of miles of pipeline that have been maintained by Operator during the same period of time. (2) For items nos. 4.1(a)(iv), (v), and (vi) generally described above, the allocated percentage is based on (x) a good faith estimate of the number of man-hours spent managing any portion of the System for each Internal Support Service compared to (y) a good faith estimate of the number of total man-hours that were expended during the same time period for the same Internal Support Service in connection with all pipeline systems maintained by Operator. (3) For item no 4.1(a)(vii) generally described above, the allocated percentage is determined by dividing (x) the total number of SCADA and terminal automation units located within the System by (y) the total number of SCADA and terminal automation units that have been maintained by Operator during the same period of time. . (b) For all other out-of-pocket costs including, but not limited to, materials, equipment rental, support services (including, without limitation, outside legal, accounting, and environmental, health, and safety ["EH&S"] fees), utility costs, repairs made or incurred by Operator according to this Agreement, expense projects (subject to the provisions of Section 4.2(a), below), capital projects approved by Valero and emergency expenditures incurred and paid by Operator and/or its affiliates in connection with the performance of its obliga...

Compensation of Operator. Compensation of District; Budgets 26 Section 5.2 Budgets 27 Section 5.3 FEMA Reimbursement 28 ARTICLE 6 RATE SETTING 28 Section 6.1 General 28 Section 6.2 Rate Setting Process 28 Section 6.3 Other Rate Adjustments 30 Section 6.4 Fees and Other Charges 31 Section 7.1 General 31 Section 7.2 Limitations on Liability 31 Section 7.3 Survival 31 ARTICLE 8 DEFAULT AND REMEDIES 32 Section 8.1 Events of Default by the Operator 32 Section 8.2 Events of Default by the District 32 Section 8.3 Additional Remedies for Breach 33 Section 8.4 Submission to Jurisdiction 33 Section 8.5 Dispute Resolution 33 ARTICLE 9 TERMINATION; SUCCESSOR OPERATORS; BACK-END TRANSITION SERVICES. 34 Section 9.1 Additional Termination Rights 34 Section 9.2 Operator Obligations on Termination or Expiration 34 Section 9.3 Termination Payment to Operator 36 Section 9.4 Back-End Transition Services 37 ARTICLE 10 GENERAL 37 Section 10.1 Force Majeure Generally 37 Section 10.2 Indemnification. 37 Section 10.3 Proprietary Information 39 Section 10.4 Relationship of the Parties 41 Section 10.5 Assignment and Transfer 41 Section 10.6 Interest on Overdue Obligations 41 Section 10.7 Non-Discrimination 41 Section 10.8 Amendments 42 Section 10.9 Notices 42 Section 10.10 Entire Agreement 42 Section 10.11 Further Assurances 42 Section 10.12 No Waivers 42 Section 10.13 Liability Limitation for Certain Damages 43 Section 10.14 No Third Party Beneficiaries 43 Section 10.15 State Law Requirements 43 Section 10.16 Attorney Client Privilege 43

Compensation of Operator. Operator's compensation for acting as Operator shall be limited to (i) actual Costs incurred by Operator (provided that Costs payable to third parties are, where possible, expected to be paid by the Company directly to the third parties to which such Costs are owed pursuant to Section 5.7 and the Operator shall not receive such amounts so paid), plus (ii) Labor and G&A Costs, plus (iii) 18% of the Labor and G&A Costs (excluding any extraordinary costs incurred by Operator in connection or as a result of the termination of any employee, required to be incurred by Operator under the NBCWA of 1998, or otherwise, that would otherwise constitute Labor & G&A Costs under this Agreement) (the Operating Profit ). In addition to the Operating Profit provided for in "(iii)," the Company shall pay Operator each month a "Minimum Profit Payment" equal to the amount, if any, by which (x) the number of months for which Operator (and the operator designated under the O&M Agreement) has rendered invoices during the calendar year that includes the month covered by the most recent invoice multiplied by $16,666.66 is greater than (y) the total Operating Profit, plus the Operating Profit under the O&M Agreement, previously paid or payable by the Company in that calendar year including the most recent invoice; provided that if this Agreement terminates before the close of business on the last day of a calendar month, the Minimum Profit Payment for that partial month shall be proportionately reduced to reflect the ratio of the number of days this Agreement was in effect during that month to the total number of days in that month. Minimum Profit Payments shall be paid half to Operator and half to the operator designated under the O&M Agreement. If for any calendar year the aggregate Operating Profits plus the Operating Profits under the O&M Agreement plus the Minimum Profit Payments (collectively, the "total payments") exceeds $200,000 (provided that in the case of a partial year in the event this Agreement is terminated before the end of a calendar year, this $200,000 figure shall be reduced to an amount equal to $547.95 multiplied by the number of days this Agreement is in effect during such calendar year), then Operator shall refund to the Company the Minimum Profit Payments, but not an amount in excess of the Minimum Profit Payments, to the extent necessary to cause the total payments after giving effect to such refund to equal $200,000 (or in the case of a partial year, the r...

Compensation of Operator. The Members agree that the Operator shall be advanced funds or reimbursed for Company costs as provided in Article 8 and in accordance with the Accounting Procedure (Exhibit B).

Compensation of Operator. PAYMENT 8.01 Buyer shall make the following payments to Operator during the term of this Agreement: (a) for Direct Charges invoiced to Buyer in accordance with the applicable Operating Budget and Exhibit B, as the same may be modified by the parties from to time in a written document signed by each party; (b) for the Fixed Charges, in the amount of $360,000 per year, payable in twelve (12) equal monthly installments; (c) for the Allocated Charges, in the amount of $185,000 per year, payable in twelve (12) equal monthly installments; and (d) for Common Area Maintenance, Common Area Improvements and Special Improvements (in accordance with and to the extent provided by Section 5). 8.02 Operator shall invoice to Buyer, and Buyer shall remit to Operator, on a monthly basis, in arrears, the amount to be reimbursed by Buyer to Operator pursuant to Section 8.01 above. Payment for the monthly amounts due which are so invoiced shall be due thirty (30) days from the date of invoice. Interest shall accrue on late payments from the due date at the rate of eight percent (8%) per annum. 8.03 The fees payable by Buyer to Hercules pursuant to this Agreement for (a) Fixed Charges, (b) Allocated Charges, (c) Common Area Maintenance, and (d) Common Area Improvements will be adjusted: (i) at the beginning of each year of this Agreement by the percentage of change from the preceding and current Fourth Quarter Producer Price Index for Chemicals and Allied Products; and (ii) in the event of a change in any Environmental Law (as defined in the Environmental Annex to the Sale Agreement) after the date of this Agreement which requires capital expenditures that would benefit the Peroxy Area Facility, in an amount equal to an allocation to Buyer in accordance with Exhibit A. 8.04 Operator's computations of Direct Charges and/or applicable Special Improvements and the books and records of Operator underlying such computations may be reviewed, on an annual basis during normal business hours and upon reasonable notice, by Buyer's auditors, at Buyer's cost and to the extent necessary to verify Operator's computation of such charges; provided that such auditors shall be permitted to share the information gleaned from such books and records only to the extent required for such auditors to perform their functions in accordance with GAAP and Applicable Law, including without limitation all applicable rules and regulations of the Securities and Exchange Commission.

Compensation of Operator. During the operating term (and proportionally for any fraction of a month), Owner shall pay monthly to Operator for services rendered under this Agreement a management fee of One Hundred and 00/100 ($100.00)