Common use of Management Expenses Clause in Contracts

Management Expenses. (a) The Manager shall charge to, or be reimbursed by the Company for, all expenses, costs, losses, liabilities or damages incurred by the Manager attributable to the ownership or operation of the Cable Systems, including, where applicable, pro rata allocation for services and purchases made by the Manager on behalf of the Cable Systems and other companies and cable systems managed by the Manager, subject to the limitations set forth in Section 6 (the "Company Expenses"). In addition to reimbursement for Company Expenses, the Manager shall be reimbursed for all other expenses, costs, losses, liabilities or damages incurred by the Manager in connection with the performance of its duties hereunder, including, without limitation, the Manager's costs for overhead, administration and salaries (collectively, the "Management Fee"), provided that the Management Fee shall not include expenses incurred by Manager that are in the nature of the "Company Expenses" and are paid to the Manager by another company or cable system managed by Manager. Management Fees shall only be paid to the Manager by the Company to the extent permitted by the Credit Agreement (as defined below) and any other material agreement applicable to the Company or the Manager. Notwithstanding the foregoing, the Management Fees (but not other Company Expenses) due and payable as provided in the preceding paragraph of this Section 3 shall be subordinated and junior in right of payment to the prior payment in full in cash of all of the Senior Debt (as defined below) and shall not be paid except to the extent allowed under the Credit Agreement (as defined below). In the event of any bankruptcy or similar proceeding relative to the Company (a "Reorganization"), then all of the Senior Debt shall first be paid in full in cash before any payment of the Management Fees is made, and in any Reorganization any amount payable in respect of the Management Fees shall be paid directly to the Administrative Agent referred to below, unless all the Senior Debt has been paid in full in cash. The Manager hereby irrevocably authorizes the Administrative Agent (under and as defined in the Credit Agreement), as attorney-in-fact for the Manager, to vote, file or prove any claim or proof of claim in any Reorganization in respect of the Management Fees and to demand, sue xxx, collect and receive any such payment. The Manager shall take any actions requested by the Administrative Agent in order to accomplish any of the foregoing. If the Manager receives any payment hereunder in violation of the terms hereof or in connection with any Reorganization (prior to the payment in full in cash of the Senior Debt), the Manager shall hold such payment in trust for the benefit of the holders of the Senior Debt and forthwith pay it over to the Administrative Agent. Amounts payable to the Manager in accordance with this Section 3 which remain unpaid by reason of the foregoing shall be accrued as a liability of the Company and shall be payable as soon as the conditions to payment are fulfilled. The deferred portion of the Management Fees will bear interest at the rate of ten percent (10%) per annum, compounded annually, from the date otherwise due and payable until the payment thereof.

Management Expenses. (a) The Manager shall charge to, or be reimbursed by the Company for, all All expenses, costs, losses, liabilities or damages incurred by the Manager attributable with respect to the ownership or operation of the Cable Systems, including, where applicablewithout limitation, pro rata allocation for services wages, salaries and purchases made by other labor costs incurred in the Manager on behalf construction, maintenance, expansion or operation of the Cable Systems and other companies and cable systems managed Systems, or personnel working on special projects or services for the Company, will be paid by the ManagerCompany and, to the extent that the Manager pays or incurs any obligation for any such expenses, costs, losses, liabilities or damages, the Company, subject to the limitations set forth in Section 6 (5, will pay or reimburse the "Company Expenses")Manager therefor, as well as for any reasonable out-of-pocket expenses incurred by the Manager in the performance of its obligations under this Agreement. In addition Subject to reimbursement for Company Expensesthe payment priority provisions of this Section 3, the Company agrees to pay the Manager shall be reimbursed for all other such costs and expenses, which shall include all the costs, lossesexpenses, liabilities or and damages incurred by the Manager in connection performing its obligations hereunder and any payments that the Manager may become obligated to pay pursuant to the Mutual Services Agreement (the "Management Expenses") set forth above monthly in arrears, provided, that in no event shall the total Management Expenses paid during any fiscal quarter exceed three percent (3.0%) of the Gross Revenue (as determined in accordance with generally accepted accounting principles) of the performance Company for that quarter. "Gross Revenue" will include all revenues from the operation of its duties hereunder, the Cable Systems including, without limitation, subscriber payments, advertising revenues and revenues from other services provided by the Manager's costs for overheadCable Systems, administration and salaries (collectively, the "Management Fee"), provided that the Management Fee shall but not include expenses incurred by Manager that are in the nature of the "Company Expenses" and are paid including interest income or income from investments unrelated to the Manager by another company or cable system managed by ManagerCable Systems. Accrual of such Management Fees Expenses shall only be paid to commence upon the Manager by the Company to the extent permitted by the Credit Agreement Effective Date (as defined below) of this Agreement. The Management Expenses payable pursuant to this paragraph for any month shall be reduced by the amount of any management fees and any other material agreement applicable expenses with respect to Gross Revenue of a subsidiary of the Company and separately paid to the Company or Manager for such month pursuant to a separate management agreement between the ManagerManager and a subsidiary of the Company. Notwithstanding the foregoing, the Management Fees (but not other Company Expenses) Expenses due and payable as provided in the preceding paragraph of this Section 3 shall be subordinated and junior in right of payment to the prior payment in full in cash of all of the Senior Debt (as defined below) and shall not be paid except to the extent allowed under the Credit Agreement (as defined below). In the event of any bankruptcy or similar proceeding relative to the Company (a "Reorganization"), then all of the Senior Debt shall first be paid in full in cash before any payment of the Management Fees Expenses is made, and in any Reorganization any amount payable in respect of the Management Fees Expenses shall be paid directly to the Administrative Funding Agent referred to below, unless all the Senior Debt has been paid in full in cash. The Manager hereby irrevocably authorizes the Administrative Agent (under and as defined in the Credit Agreement)Funding Agent, as attorney-in-fact for the Manager, to vote, file or prove any claim or proof of claim in any Reorganization in respect of the Management Fees Expenses and to demand, sue xxx, collect and receive any such payment. The Manager shall take any actions requested by the Administrative Funding Agent in order to accomplish any of the foregoing. If the Manager receives any payment hereunder in violation of the terms hereof or in connection with any Reorganization (prior to the payment in full in cash of the Senior Debt), the Manager shall hold such payment in trust for the benefit of the holders of the Senior Debt and forthwith pay it over to the Administrative Funding Agent. Amounts payable to the Manager in accordance with this Section 3 which remain unpaid by reason of the foregoing shall be accrued as a liability of the Company and shall be payable as soon as the conditions to payment are fulfilled. The deferred portion of the Management Fees Expenses will bear interest at the rate of ten percent (10%) per annum, compounded annually, from the date otherwise due and payable until the payment thereof.

Management Expenses. (a) The Manager shall charge to, or be reimbursed by the Company for, all All expenses, costs, losses, liabilities or damages incurred by the Manager attributable with respect to the ownership or operation of the Cable Systems, including, where applicablewithout limitation, pro rata allocation for services wages, salaries and purchases made by other labor costs incurred in the Manager on behalf construction, maintenance, expansion or operation of the Cable Systems and other companies and cable systems managed Systems, or personnel working on special projects or services for the Company, will be paid by the ManagerCompany and, to the extent that the Manager pays or incurs any obligation for any such expenses, costs, losses, liabilities or damages, the Company, subject to the limitations set forth in Section 6 (5, will pay or reimburse the "Company Expenses")Manager therefor, as well as for any reasonable out-of-pocket expenses incurred by the Manager in the performance of its obligations under this Agreement. In addition Subject to reimbursement for Company Expensesthe payment priority provisions of this Section 3, the Company agrees to pay the Manager shall be reimbursed for all other such costs and expenses, which shall include all the costs, lossesexpenses, liabilities or and damages incurred by the Manager in connection with performing its obligations hereunder and any payments that the performance of its duties hereunder, including, without limitation, Manager may become obligated to pay pursuant to the Manager's costs for overhead, administration and salaries Mutual Services Agreement (collectively, the "Management FeeExpenses"), provided that ) set forth above monthly in arrears. Accrual of such Management Expenses shall commence upon the Management Fee shall not include expenses incurred by Manager that are in the nature of the "Company Expenses" and are paid to the Manager by another company or cable system managed by Manager. Management Fees shall only be paid to the Manager by the Company to the extent permitted by the Credit Agreement Effective Date (as defined below) of this Agreement. The Management Expenses payable pursuant to this paragraph for any month shall be reduced by the amount of any management fees and any other material agreement applicable expenses of a subsidiary of the Company and separately paid to the Company or Manager for such month pursuant to a separate management agreement between the ManagerManager and a subsidiary of the Company. Notwithstanding the foregoing, the Management Fees (but not other Company Expenses) Expenses due and payable as provided in the preceding paragraph of this Section 3 shall be subordinated and junior in right of payment to the prior payment in full in cash of all of the Senior Debt (as defined below) and shall not be paid except to the extent allowed under the Credit Agreement (as defined below). In the event of any bankruptcy or similar proceeding relative to the Company (a "Reorganization"), then all of the Senior Debt shall first be paid in full in cash before any payment of the Management Fees Expenses is made, and in any Reorganization any amount payable in respect of the Management Fees Expenses shall be paid directly to the Administrative Funding Agent referred to below, unless all the Senior Debt has been paid in full in cash. The Manager hereby irrevocably authorizes the Administrative Agent (under and as defined in the Credit Agreement)Funding Agent, as attorney-in-fact for the Manager, to vote, file or prove any claim or proof of claim in any Reorganization in respect of the Management Fees Expenses and to demand, sue xxx, collect and receive any such payment. The Manager shall take any actions requested by the Administrative Funding Agent in order to accomplish any of the foregoing. If the Manager receives any payment hereunder in violation of the terms hereof or in connection with any Reorganization (prior to the payment in full in cash of the Senior Debt), the Manager shall hold such payment in trust for the benefit of the holders of the Senior Debt and forthwith pay it over to the Administrative Funding Agent. Amounts payable to the Manager in accordance with this Section 3 which remain unpaid by reason of the foregoing shall be accrued as a liability of the Company and shall be payable as soon as the conditions to payment are fulfilled. The deferred portion of the Management Fees Expenses will bear interest at the rate of ten percent (10%) per annum, compounded annually, from the date otherwise due and payable until the payment thereof.,