Common use of Project Revenues Clause in Contracts

Project Revenues. Project Revenues are revenues received or earned (or deemed received or earned) by the respective Recipient during the Term directly arising from the Project, and shall be determined in accordance with the following: (a) the Project Plan, including without limitation the facilities, activities and operations identified in the Project Plan, sets out: (i) the boundaries of the Project for the purpose of determining the revenues received by the respective Recipient that constitutes Project Revenues of the respective Recipient; and (ii) subject to the other provisions of this Section 3.6, the specific anticipated revenues of the respective Recipient; (b) Project Revenues include: (i) all Funding, Other Public Funding, monetary credits, contractual payments, sale proceeds, commissions, bonuses and other payments or consideration of any kind whatsoever that become due and payable to the respective Recipient in respect of the Project, excluding any such consideration which is associated with the disposition by the respective Recipient of any of its interest in the Project; (ii) the fair market value of all credits (including without limitation tax credits or any other amount based upon taxes avoided), allowances, offsets and other consideration of any kind whatsoever that the respective Recipient receives or earns based upon the achievement of reductions in the emission of carbon dioxide into the atmosphere due to the sequestration of carbon dioxide under the Project, whether achieved by such Recipient or by any other person (including the other Recipient); and (iii) to the extent that the respective Recipient uses any captured or acquired carbon dioxide for its own account, the fair market value of the carbon dioxide (and such value shall be deemed to have been received or earned by the Recipient directly arising from the Project); (iv) in the case of Enhance, to the extent that Enhance transports carbon dioxide on its pipeline for its own account, a deemed pipeline rate, toll or tariff representing the fair market value of the associated transportation service (and such value shall be deemed to have been received or earned by Enhance directly arising from the Project), except that the rate of return component of the associated deemed pipeline rate, toll or tariff shall be equal to the “return allowance rate” as defined in the Oil Sands Allowed Costs (Ministerial) Regulation (excluding any amendments made after the date of this Agreement) made under the Mines and Minerals Act (Alberta) plus 2% per annum; (c) amounts that, although due and payable to a Recipient in respect of the Project, are written off reasonably as being uncollectable, shall thereupon no longer be included in Project Revenues of such Recipient; provided, however, that in the event any such amounts are subsequently collected, the amount collected shall then be included in Project Revenues of such Recipient; (d) where payment for goods, services or anything generated by a Recipient is structured over time rather than becoming payable as such consideration is delivered, whether through leases or any other deferral arrangements, the consideration payable to such Recipient shall be deemed to be received in proportion to and concurrently with delivery of the consideration provided by such Recipient; (e) where amounts are received or earned pursuant to a transaction with a person who is not “at arm’s length” (as defined in the Income Tax Act (Canada)) to a Recipient (including the other Recipient), the greater of (i) the amount received or earned and (ii) the fair market value of the consideration provided by such Recipient shall be included in Project Revenues; and (f) where revenues are received or earned jointly by the Recipients, such revenues shall be allocated 75% to Enhance and 25% to NWU, subject to a reasonable contrary allocation by mutual agreement between the Recipients as communicated to the Province together with an explanation of the basis for such allocation. The Recipients shall promptly provide to the Province such explanations, supporting documentation and other evidence as the Province may reasonably require in relation to any particular Project Revenue, or in relation to any particular contractual relationship or transaction which may have an impact upon the determination of Project Revenues, including without limitation a copy of all agreements and other documents relating to contractual relationships and transactions outside of the Project (such as agreements and documents relating to enhanced oil recovery operations) for the purposes of verifying the fair market value of any goods, services or anything generated by a Recipient which is transferred by the Recipient to another person or which is used for the benefit of the Recipient. Such verification may include assessing whether the transfer of goods, services or anything generated by such Recipient to another person, which is relied upon as a reference to determine the fair market value of another transaction or deemed transaction under the Project, has occurred at fair market value having regard to the subject matter and structure of the associated contractual relationships and transactions outside of the Project.

Project Revenues. Project Revenues are revenues received or earned (or deemed received or earned) by the respective Recipient Recipients and the Project Operator or any of them during the Term directly arising from the Project, and shall be determined in accordance with the following: (a) the Project Plan, including without limitation the facilities, activities and operations identified in the Project Plan, sets out: (i) out the boundaries of the Project for the purpose of determining the revenues received by the respective Recipient Recipients and the Project Operator or any of them that constitutes constitute Project Revenues of the respective Recipient; and (ii) subject to the other provisions of this Section 3.6, the specific anticipated revenues of the respective RecipientRevenues; (b) Project Revenues include: (i) all Funding, Other Public Funding, monetary credits, contractual payments, sale proceeds, commissions, bonuses and other payments or consideration of any kind whatsoever that become due and payable to the respective Recipient Recipients and the Project Operator or any of them in respect of the Project, excluding any such consideration which is associated with the disposition by the respective Recipient of any of its interest in the Project;; and (ii) the fair market monetary value of all credits (including without limitation tax credits or any other amount based upon taxes avoided)credits, allowances, offsets and other consideration of any kind whatsoever that the respective Recipient receives Recipients and the Project Operator receive or earns earn based upon the achievement of Recipients and the Project Operator achieving reductions in the emission of carbon dioxide into the atmosphere due to the sequestration of carbon dioxide under the Project. Such monetary value will be as determined by the Recipients and the Project Operator on a reasonable and good faith basis, whether achieved by such Recipient or by any other person (including provided that if the other Recipient); and (iii) to Province does not agree with the extent that the respective Recipient uses any captured or acquired carbon dioxide for its own accountRecipients’ determination, the fair market monetary value of the carbon dioxide (and such value shall will be deemed to have been received or earned determined by the Recipient directly arising from the Project); (iv) an independent valuator selected in the case of Enhance, to the extent that Enhance transports carbon dioxide on its pipeline for its own account, a deemed pipeline rate, toll or tariff representing the fair market value of the associated transportation service (and such value shall be deemed to have been received or earned by Enhance directly arising from the Project), except that the rate of return component of the associated deemed pipeline rate, toll or tariff shall be equal to the “return allowance rate” as defined in the Oil Sands Allowed Costs (Ministerial) Regulation (excluding any amendments made after the date of this Agreement) made under the Mines and Minerals Act (Alberta) plus 2% per annumaccordance with Section 4.3; (c) amounts that, although due and payable to a Recipient the Recipients and the Project Operator or any of them in respect of the Project, are written off reasonably as being uncollectableuncollectible, shall thereupon no longer be included in Project Revenues of such RecipientRevenues; provided, however, that in the event any such amounts are subsequently collected, the amount collected shall then be included in Project Revenues of such RecipientRevenues; (d) where payment for goods, services or anything generated by a Recipient the Recipients and the Project Operator is structured over time rather than becoming payable as such consideration is delivered, whether through leases or any other deferral arrangements, the consideration payable to such Recipient the Recipients and the Project Operator shall be deemed to be received in proportion to and concurrently with delivery of the consideration provided by such Recipient;the Recipients and the Project Operator; and (e) where amounts are received or earned pursuant to a transaction with a person who is not “at arm’s length” (as defined in the Income Tax Act (Canada)) to a Recipient (including the other Recipient)Recipients and the Project Operator, the greater of (i) the amount received or earned and (ii) the fair market value of the consideration provided by such Recipient the Recipients and the Project Operator shall be included in Project Revenues; and (f) where revenues are received or earned jointly by the Recipients, such revenues shall be allocated 75% to Enhance and 25% to NWU, subject to a reasonable contrary allocation by mutual agreement between the Recipients as communicated to the Province together with an explanation of the basis for such allocation. The Recipients shall promptly provide to the Province such explanations, supporting documentation and other evidence as the Province may reasonably require in relation to any particular Project Revenue, or in relation to any particular contractual relationship or transaction which may have an impact upon the determination of Project Revenues, including without limitation a copy of all agreements and other documents relating to contractual relationships and transactions outside of the Project (such as agreements and documents relating to enhanced oil recovery operations) for the purposes of verifying the fair market value of any goods, services or anything generated by a Recipient which is transferred by the Recipient to another person or which is used for the benefit of the Recipient. Such verification may include assessing whether the transfer of goods, services or anything generated by such Recipient to another person, which is relied upon as a reference to determine the fair market value of another transaction or deemed transaction under the Project, has occurred at fair market value having regard to the subject matter and structure of the associated contractual relationships and transactions outside of the Project.

Project Revenues. Project Revenues are revenues received or earned (or deemed received or earned) by the respective Recipient Recipients or any of them during the Term directly arising from the Project, and shall be determined in accordance with the following: (a) the Project Plan, including without limitation the facilities, activities and operations identified in the Project Plan, sets out: (i) out the boundaries of the Project for the purpose of determining the revenues received by the respective Recipient Recipients or any of them that constitutes constitute Project Revenues of the respective Recipient; and (ii) subject to the other provisions of this Section 3.6, the specific anticipated revenues of the respective RecipientRevenues; (b) Project Revenues include: (i) all Funding, Other Public Funding, monetary credits, contractual payments, sale proceeds, commissions, bonuses and other payments or consideration of any kind whatsoever that become due and payable to the respective Recipient Recipients or any of them in respect of the Project, excluding any such consideration which is associated with the disposition by the respective Recipient of any of its interest in the Project;; and (ii) the fair market monetary value of all credits (including without limitation tax credits or any other amount based upon taxes avoided)credits, allowances, offsets and other consideration of any kind whatsoever that the respective Recipient receives Recipients receive or earns earn based upon the achievement of Recipients achieving reductions in the emission of carbon dioxide into the atmosphere due to the sequestration of carbon dioxide under the Project. Such monetary value will be as determined by the Recipients on a reasonable and good faith basis, whether achieved by such Recipient or by any other person (including provided that if the other Recipient); and (iii) to Province does not agree with the extent that the respective Recipient uses any captured or acquired carbon dioxide for its own accountRecipients’ determination, the fair market monetary value of the carbon dioxide (and such value shall will be deemed to have been received or earned determined by the Recipient directly arising from the Project); (iv) an independent valuator selected in the case of Enhance, to the extent that Enhance transports carbon dioxide on its pipeline for its own account, a deemed pipeline rate, toll or tariff representing the fair market value of the associated transportation service (and such value shall be deemed to have been received or earned by Enhance directly arising from the Project), except that the rate of return component of the associated deemed pipeline rate, toll or tariff shall be equal to the “return allowance rate” as defined in the Oil Sands Allowed Costs (Ministerial) Regulation (excluding any amendments made after the date of this Agreement) made under the Mines and Minerals Act (Alberta) plus 2% per annumaccordance with Section 4.3; (c) amounts that, although due and payable to a Recipient the Recipients or any of them in respect of the Project, are written off reasonably as being uncollectableuncollectible, shall thereupon no longer be included in Project Revenues of such RecipientRevenues; provided, however, that in the event any such amounts are subsequently collected, the amount collected shall then be included in Project Revenues of such RecipientRevenues; (d) where payment for goods, services or anything generated by a Recipient the Recipients is structured over time rather than becoming payable as such consideration is delivered, whether through leases or any other deferral arrangements, the consideration payable to such Recipient the Recipients shall be deemed to be received in proportion to and concurrently with delivery of the consideration provided by such Recipient;the Recipients; and (e) where amounts are received or earned pursuant to a transaction with a person who is not “at arm’s length” (as defined in the Income Tax Act (Canada)) to a Recipient (including the other Recipient)Recipients, the greater of (i) the amount received or earned and (ii) the fair market value of the consideration provided by such Recipient the Recipients shall be included in Project Revenues; and (f) where revenues are received or earned jointly by the Recipients, such revenues shall be allocated 75% to Enhance and 25% to NWU, subject to a reasonable contrary allocation by mutual agreement between the Recipients as communicated to the Province together with an explanation of the basis for such allocation. The Recipients shall promptly provide to the Province such explanations, supporting documentation and other evidence as the Province may reasonably require in relation to any particular Project Revenue, or in relation to any particular contractual relationship or transaction which may have an impact upon the determination of Project Revenues, including without limitation a copy of all agreements and other documents relating to contractual relationships and transactions outside of the Project (such as agreements and documents relating to enhanced oil recovery operations) for the purposes of verifying the fair market value of any goods, services or anything generated by a Recipient which is transferred by the Recipient to another person or which is used for the benefit of the Recipient. Such verification may include assessing whether the transfer of goods, services or anything generated by such Recipient to another person, which is relied upon as a reference to determine the fair market value of another transaction or deemed transaction under the Project, has occurred at fair market value having regard to the subject matter and structure of the associated contractual relationships and transactions outside of the Project.

Project Revenues. Project Revenues are revenues received or earned (or deemed received or earned) by the respective Recipient during the Term directly arising from the Project, and shall be determined in accordance with the following: (a) the Project Plan, including without limitation the facilities, activities and operations identified in the Project Plan, sets out: (i) the boundaries of the Project for the purpose of determining the revenues received by the respective Recipient that constitutes Project Revenues of the respective Recipient; and (ii) subject to the other provisions of this Section 3.6, the specific anticipated revenues of the respective Recipient; (b) Project Revenues include: (i) all Funding, Other Public Funding, monetary credits, contractual payments, sale proceeds, commissions, bonuses and other payments or consideration of any kind whatsoever that become due and payable to the respective Recipient in respect of the Project, excluding any such consideration which is associated with the disposition by the respective Recipient of any of its interest in the Project; (ii) the fair market value of all credits (including without limitation tax credits or any other amount based upon taxes avoided), allowances, offsets and other consideration of any kind whatsoever that the respective Recipient receives or earns based upon the achievement of reductions in the emission of carbon dioxide into the atmosphere due to the sequestration of carbon dioxide under the Project, whether achieved by such Recipient or by any other person (including the other Recipient); and (iii) to the extent that the respective Recipient uses any captured or acquired carbon dioxide for its own account, the fair market value of the carbon dioxide (and such value shall be deemed to have been received or earned by the Recipient directly arising from the Project); (iv) in the case of Enhance, to the extent that Enhance transports carbon dioxide on its pipeline for its own account, a deemed pipeline rate, toll or tariff representing the fair market value of the associated transportation service (and such value shall be deemed to have been received or earned by Enhance directly arising from the Project), except that the rate of return component of the associated deemed pipeline rate, toll or tariff shall be equal to the “return allowance rate” as defined in the V K D O O E H H T X D O W R Oil Sands Allowed Costs (Ministerial) Regulation (excluding any amendments made after the date of this Agreement) made under the Mines and Minerals Act (Alberta) plus 2% per annum; (c) amounts that, although due and payable to a Recipient in respect of the Project, are written off reasonably as being uncollectable, shall thereupon no longer be included in Project Revenues of such Recipient; provided, however, that in the event any such amounts are subsequently collected, the amount collected shall then be included in Project Revenues of such Recipient; (d) where payment for goods, services or anything generated by a Recipient is structured over time rather than becoming payable as such consideration is delivered, whether through leases or any other deferral arrangements, the consideration payable to such Recipient shall be deemed to be received in proportion to and concurrently with delivery of the consideration provided by such Recipient; (e) where amounts are received or earned pursuant to a transaction with a person who is not “at arm’s length” S H U V R Q Z K R L V ome TQax ARct (as defined in the Income Tax Act (CanadaCWanada)) ‡ D W to a Recipient (including the other Recipient), the greater of (i) the amount received or earned and (ii) the fair market value of the consideration provided by such Recipient shall be included in Project Revenues; and (f) where revenues are received or earned jointly by the Recipients, such revenues shall be allocated 75% to Enhance and 25% to NWU, subject to a reasonable contrary allocation by mutual agreement between the Recipients as communicated to the Province together with an explanation of the basis for such allocation. The Recipients shall promptly provide to the Province such explanations, supporting documentation and other evidence as the Province may reasonably require in relation to any particular Project Revenue, or in relation to any particular contractual relationship or transaction which may have an impact upon the determination of Project Revenues, including without limitation a copy of all agreements and other documents relating to contractual relationships and transactions outside of the Project (such as agreements and documents relating to enhanced oil recovery operations) for the purposes of verifying the fair market value of any goods, services or anything generated by a Recipient which is transferred by the Recipient to another person or which is used for the benefit of the Recipient. Such verification may include assessing whether the transfer of goods, services or anything generated by such Recipient to another person, which is relied upon as a reference to determine the fair market value of another transaction or deemed transaction under the Project, has occurred at fair market value having regard to the subject matter and structure of the associated contractual relationships and transactions outside of the Project.