Compensation Arrangement. Aurizon cause
(a) This clause 3.5 applies if:
(i) the Extension Infrastructure Lessor exercises its right to terminate the Extension Infrastructure Head-Lease under clause [11.4] of the Extension Infrastructure Head-Lease due to the occurrence of any event or circumstance specified in clause [11.4] of the Extension Infrastructure Head-Lease which was caused by an act or omission of Aurizon; or
(ii) the Extension Infrastructure Head-Lease automatically terminates under clause [11.5] of the Extension Infrastructure Head-Lease due to the Trustee exercising its right of termination under clauses 12.1 or 12.2.
(b) If this clause 3.5 applies:
(i) despite the SIL Extension Infrastructure ceasing to be Subleased Extension Infrastructure subleased to Aurizon under this clause 3, all of the terms of this Agreement (other than this clause 3) will continue to apply as if the SIL Extension Infrastructure was Subleased Extension Infrastructure subleased by the Trustee to Aurizon under this clause 3; and
(ii) the Parties acknowledge and agree that the amount of the Rent payable each Month to the Trustee by operation of clause 3.5(b)(i) will not be rent payable for the sublease of the SIL Extension Infrastructure but, rather, will be a compensation amount payable by Aurizon to the Trustee as a consequence of the early termination of the Extension Infrastructure Head-Lease due to Aurizon’s cause.
(c) If the Trustee or any Preference Unit Holder suffers or incurs a Trustee Detriment, then:
(i) the Trustee must promptly give Aurizon a notice specifying reasonable details of the Trustee Detriment and the Detriment Amount in respect of the Trustee Detriment (including reasonable details of the calculation of the Detriment Amount and reasonable supporting evidence of the Trustee Detriment and the Detriment Amount) (Detriment Notice); and
(ii) within 28 days of receipt of the Detriment Notice, Aurizon must give the Trustee either:
(A) a notice specifying that it agrees with the Detriment Amount in respect of the Trustee Detriment specified in the Detriment Notice; or
(B) a Dispute Notice under the Dispute Resolution Process which disputes the Detriment Amount specified in the Detriment Notice.
(d) If a Dispute referred to in clause 3.5(c)(ii)(B) is not resolved in accordance with the CEO Process, then the Dispute must be referred to an Expert to determine the Detriment Amount in respect of the Trustee Detriment in accordance with the Expert Process.
(e) If clause 3.5(c)(ii) appl...
Compensation Arrangement. The City agrees that, consistent with the LRPMP, in connection with the subsequent conveyance of any of the Parcels, the City will remit the Net Unrestricted Proceeds to the Ventura County Auditor-Controller for distribution to the Taxing Entities in accordance with each Taxing Entity’s pro rata share of the Tax Base. “Net Unrestricted Proceeds” shall mean the proceeds of sale received by the City for the sale of any Parcel, less: (i) costs incurred by City for expenses incurred in connection with the management and disposition of the Parcel, including without limitation, costs incurred for property management, maintenance, insurance, marketing, appraisals, brokers’ fees, escrow, closing costs, survey, title insurance, attorneys’ and consultants’ fees, and other reasonable costs incurred, including reasonable compensation for City staff performing functions associated with the management, maintenance and disposition of the Parcel, and (ii) any proceeds of sale that are restricted by virtue of the source of funds (e.g. grant funds or the proceeds of bonds) that were used for the original acquisition of the Parcel. Upon request, the City shall deliver to the Taxing Entities an accounting of all such costs, expenses and restricted proceeds.
Compensation Arrangement. The City agrees that, consistent with the LRPMP, in connection with the conveyance of the Site, the City will remit the Net Sale Proceeds to the Orange County Auditor-Controller for distribution to the Taxing Entities in accordance with each Taxing Entity’s pro rata share of the Tax Base. “Net Sale Proceeds” shall mean the gross sales price received by the City for the sale of the Site and any rental or other income received by the City not previously remitted to the Orange County Auditor-Controller from the date the Site was acquired by the City from the Successor Agency to the date the Site is disposed of by the City, less actual costs for allowable expenses incurred by the City, as shown in Exhibit B and in connection with the management and disposition of the Site from the date the Site was acquired by the City from the Successor Agency to the date the Site is disposed of by the City. Allowable expenses may include legal fees, brokers’ fees, closing costs and title report costs, but shall not include any holdback amounts, reimbursements to be paid by the City to the Site developer to handle, manage, remove or dispose of any underground storage tanks, or any compensation for City staff performing functions associated with the management, maintenance and disposition of the Site. The City shall not be allowed to charge City staff time as an allowable expense pursuant to Health and Safety Code Section 34171(b)(5).
Compensation Arrangement. TMC must deduct its TOT Commission amount at the time-of-ticketing. If for any reason said TOT Commission is not taken at time-of-ticketing, then said TOT Commission may, under no circumstances, be claimed at a later time. Retroactive TOT Commission claims shall not be honored or enforceable. All TOT Commissions may only be calculated against the applicable fare prior to any taxes, applicable fees, surcharges and other service charges. TOT Commission may not be taken in conjunction with any other discounts including, but not limited to: corporate discount fares, travel discount certificates, negotiated group rates, two-for-one offers, and the like. Unless specifically permitted in writing by ANA, no additional commission will be paid based upon any TOT Commission claimed and TOT Commissions shall not be combinable with any other incentives or promotions that require ticket designators or tour codes. Tickets will be limited to confirmed flights. Open tickets are not permitted. Tickets may only be issued point of sale U.S.A. or Canada, must be issued electronically and the validating carrier must be ANA.
Compensation Arrangement. There exists no action, suit, or claim (other than routine claims for benefits), or of any basis therefor, with respect to any Employee Plan or Compensation Arrangement pending or, to the knowledge of Seller, threatened against any of such plans or arrangements.
Compensation Arrangement. Aurizon cause
(a) This clause 3.5 applies if the Extension Infrastructure Lessor exercises its right to terminate the Extension Infrastructure AgreementHead-Lease under:
(i) clause [11.4] of the Extension Infrastructure AgreementHead-Lease due to the occurrence of any event or circumstance specified in clause [11.4] of the Extension Infrastructure AgreementHead-Lease which was caused by an act or omission of Aurizon; or
(ii) clause [11.5] of the Extension Infrastructure AgreementHead-Lease due to the Trustee exercising its right of termination under clause 13.1 or 13.2 of this Agreement.
(b) If this clause 3.5 applies:
(i) despite the SIL Extension Infrastructure ceasing to be Subleased Extension Infrastructure subleased to Aurizon under this clause 3, all of the terms of this Agreement (other than this clause 3) will continue to apply as if the SIL Extension Infrastructure was Subleased Extension Infrastructure subleased by the Trustee to Aurizon under this clause 3; and
(ii) the Parties acknowledge and agree that the amount of the Rent payable each Month to the Trustee by operation of clause 3.5(b)(i) will not be rent payable for the sublease of the SIL Extension Infrastructure but, rather, will be a compensation amount payable by Aurizon to the Trustee as a consequence of the early termination of the Extension Infrastructure AgreementHead-Lease due to Aurizon’s cause.
Compensation Arrangement. The Club is responsible for com- pensating the Players’ Medical Staff, in amounts to be determined by the Medical Committee. All members of the Players’ Medical Staff shall enter into written contracts detailing the terms of the arrangement between the Players’ Medical Staff member and the Club. The contract between the Players’ Medical Staff member and the Club must be approved by the Medical Committee prior to execution and shall explicitly reference this Article as controlling and superseding any provision of the contract in the event of a conflict. The Club has no authority to select, control, or terminate any member of the Players’ Medical Staff. It is the intention of the NFL and NFLPA that each member of the Players’ Medical Staff be considered and treated as an independent contractor under all applicable laws and regulations.
Compensation Arrangement. 3 1.11. Contracts.......................................................................................3 1.12.
Compensation Arrangement. Any written plan or compensation arrangement other than an Employee Plan or a Multiemployer Plan which provides to employees or former employees of Transferor or any entity related to Transferor (under the terms of Sections 414(b), (c), (m) or (o) of the Code) any compensation or other benefits, whether deferred or not, in excess of base salary or wages and excluding overtime pay, including, but not limited to, any bonus (including any bonus given to motivate employees to work for Transferor through Closing), incentive plan, stock rights plan, deferred compensation arrangement, stock purchase plan, severance pay plan and any other perquisites and employee fringe benefit plan.
Compensation Arrangement. (a) Subject to the provisions of subsections (b) through (g) below, throughout the Term (as defined in Section 10.1), on a calendar quarterly basis, Solvay hereby agrees to split revenues with CV Therapeutics by paying to CV Therapeutics a percentage of Solvay’s Net Sales of the Product pursuant to the following compensation schedule (the “Compensation Schedule”)1:
(i) Prior to FDA approval of Product labeling changes in connection with the final approval of the EUROPA sNDA regulatory filing: [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] 1 [*] * Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(ii) Commencing with the first full calendar quarter occurring after FDA approval of Product labeling changes in connection with the final approval of the EUROPA sNDA regulatory filing: [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
(iii) The Baseline will be prorated for any partial calendar quarter occurring during the Term. The initial value of the Baseline will be [*] per calendar quarter. If the EUROPA sNDA FDA Approval is obtained prior to November 1, 2005, then the Baseline shall be increased to [*] in the quarter in which the EUROPA sNDA FDA Approval is obtained. In addition, the Baseline will be adjusted proportionately for any net effective price increases or decreases for the Product established by Solvay during the Term, subject to the other terms of this Agreement. Any such proportional adjustment shall be calculated as follows: