Reimbursement of Manager. The Company shall be liable for, and shall reimburse the Manager on an after-tax basis at such intervals as the Manager may determine, all:
(i) overhead, administrative expenses, insurance and reasonable legal, accounting and other professional fees and expenses of the Manager;
(ii) expenses of the Manager incidental to being a public reporting company;
(iii) reasonable fees and expenses related to the SPAC Transactions or any subsequent public offering of equity securities of the Manager (without duplicating any provisions of Section 2.5(e)) or private placement of equity securities of the Manager (including any reasonable fees and expenses related to the registration for resale of any such securities), whether or not consummated;
(iv) franchise and similar taxes of the Manager and other fees and expenses in connection with the maintenance of the existence of the Manager;
(v) customary compensation and benefits payable by the Manager, and indemnities provided by the Manager on behalf of, the officers, directors, and employees of the Manager; and
(vi) reasonable expenses paid by the Manager on behalf of the Company; provided, however, that the amount of any reimbursement shall be reduced by any interest earned by the Manager with respect to bank accounts or other instruments or accounts held by it on behalf of the Company as permitted pursuant to Section 4.4. Such reimbursements shall be in addition to any reimbursement of the Manager as a result of indemnification pursuant to Section 4.7.
Reimbursement of Manager. Manager shall submit to Owner quarterly (i) a ------------------------ statement of fees due Manager and of all costs, expenses and payments, if any, incurred or made by Manager, in farming the Land pursuant to this Agreement ("Statement of Expenses"), (ii) a reconciliation with supporting evidence and detail of all money received and paid from the Farm Account established to fund operations for the Land, and (iii) any other evidence, including paid invoices, receipts and the like, reasonably required by Owner to verify the costs, expenses and payments for which Manager seeks reimbursement. The quarterly reconciliation and supporting evidence shall be prepared and sent to Owner so as to coincide with specified dates in Owner' normal accounting cycle in order that Owner may review the reconciliation in a timely manner. Within thirty (30) days of receipt of a Statement of Expenses, Owner shall reimburse Manager all amounts set forth in such statement incurred in accordance with this Agreement which have not been previously reimbursed or paid directly by Manager through the Farm Account or by Owner. Under no circumstances shall Owner be obligated to reimburse Manager for any costs, fees, expenses or payments not incurred or made pursuant to this Agreement. Owner shall deliver written notice to Manager of any items set forth in the Statement of Expenses which Owner objects to and, upon receipt of such notice, Manager shall furnish Owner with such additional information concerning the disputed items(s) as may be reasonably necessary to determine whether such item(s) is reimbursable under the terms of this Agreement. If, after review of such information, Owner believes that such item(s) is not reimbursable under this Agreement, such claim shall be submitted to arbitration pursuant to this Agreement. Notwithstanding the foregoing, if any disputed amount is an amount payable to a third party due to services rendered or materials supplied for the benefit of the Land, such amounts shall be considered reimbursable and Owner may pursue an arbitration claim against Manager for reimbursement of the expense if disputed by Owner.
Reimbursement of Manager. Owner shall reimburse Manager promptly for any monies that Manager may elect to advance for the account of Owner. Nothing in this Agreement shall be construed to obligate Manager to make any advances.
Reimbursement of Manager. The Company shall be liable for, and shall reimburse the Manager on an after-tax basis at such intervals as the Manager may determine, all:
(i) overhead, administrative expenses, insurance and reasonable legal, accounting and other professional fees and expenses of the Manager;
(ii) expenses of the Manager incidental to being a public reporting company (including, without limitation public reporting obligations, proxy statements, stockholder meetings, stock exchange fees, transfer agent fees, accounting fees, legal fees, SEC and FINRA filing fees and offering expenses);
(iii) fees and expenses related to the IPO or any subsequent public offering of equity securities of the Manager or private placement of equity securities of the Manager (including any reasonable fees and expenses related to the registration for resale of any such securities), whether or not consummated;
(iv) franchise and similar taxes of the Manager and other fees and expenses in connection with the maintenance of the existence of the Manager;
(v) customary compensation and benefits payable by the Manager, and indemnities provided by the Manager on behalf of, the officers, directors, and employees of the Manager; and
(vi) reasonable expenses paid by the Manager on behalf of the Company; provided, however, that the amount of any reimbursement shall be reduced by any interest earned by the Manager with respect to bank accounts or other instruments or accounts held by it on behalf of the Company as permitted pursuant to Section 4.4. Such reimbursements shall be in addition to any reimbursement of the Manager as a result of indemnification pursuant to Section 4.7.
Reimbursement of Manager. For the services requested by the Joint Venturers or required of the Manager pursuant to this Agreement or the Joint Venture Agreement during the Operating Phase (the "Services") and performed as herein provided, the Joint Venturers shall pay the Manager in accordance with paragraph 4 hereof an amount of money, equal to all costs and expenses incurred by the Manager, in such performance, including:
(a) in respect of employees of the Manager during the Operating Phase (including, but not limited to, contract employees) all actual salary costs, allowances and benefits including but not limited to the items 1 to 8, inclusive, of subparagraph 2(b) of Schedule A hereof;
(b) the costs, expenses and fees in connection with subcontracts entered into by the Manager with third parties for the performance of such subcontracts including all payments made to such third parties;
(c) amounts paid by the Manager to or for the benefit of its employees for transportation, travelling and living expenses and other necessary expenses while travelling in the interest of and for the benefit of the Joint Venturers;
(d) the cost of any materials and supplies used by the Manager in connection with performance of the Services;
(e) the cost of all long distance communications incurred in performance of the Services;
(f) all costs incurred by the Manager in connection with the procurement of any materials, equipment supplies or services on behalf of or for the benefit of the Joint Venturers;
(g) all premiums and fees in relation to policies of insurance and/or contracts of indemnity obtained by the Manager for the benefit of the Joint Venturers;
(h) any and all other costs and expenses incidental to and reasonably necessary for performance of the Services hereunder.
Reimbursement of Manager. For the services requested by the Joint Venturers or required of the Manager pursuant to this Agreement or the Joint Venturers Agreement (the "Services") and performed as herein provided, the Joint Venturers shall pay the Manager in accordance with paragraph 4 hereof an amount of money, equal to all costs and expenses incurred by the Manager in such performance, including:
(a) In respect of employees of the Manager's affiliated companies not employed full time on the project during the Exploration Phase and Feasibility Phase, an amount equal to two and one-half times that proportion of their Base Salaries which is the same proportion that the hours worked by those employees on the Project in any month bears to one twelfth of their Standard Working Hours, plus all employee related costs that are specific to the Project, including but not limited to the following if applicable:
1. site allowance
2. foreign service allowances
3. overtime
4. premium time
5. penalty time
6. special project allowances
7. living away form home allowances
8. inconvenience allowances
9. special housing allowances
10. relocation allowances
11. schooling allowances for children
12. home travel allowances
13. severance pay
14. any reasonable Project related allowances or charges that may be agreed to by the Joint Venturers from time to time.
(b) In respect of all other employees of the Manager and its affiliated companies during the Exploration Phase and Feasibility Phase (including, but not limited to, contract employees) all actual salary costs, allowances and benefits including but not limited to the items listed in items 1 to 14, inclusive of subparagraph 2(a) hereof and
Reimbursement of Manager. In the event the Purchase Agreement is terminated prior to any Closing thereunder, then, in that event, Licensee shall use the proceeds of the subsequent sale of the Station (by asset agreement, stock purchase, or otherwise) to (a) reimburse Manager for all net losses paid by Manager under this Agreement and (b) pay manager 50% of the gross proceeds of the sale of the Station in excess of $22 million.
Reimbursement of Manager. Owner shall reimburse Manager for the amount of all charges paid by Manager and required for proper operation of the Properties, if necessary funds are not available to Manager from revenues received from the project or are not otherwise made available by Owner.
Reimbursement of Manager. Owner shall reimburse Manager for the amount of any charges paid by Manager and required for proper operation of the Property, if necessary funds are not available to Manager from revenues received for the Property, or are not otherwise made available by Owner.
Reimbursement of Manager. 43 Article VI - Pre-Opening ------------------------ Intentionally Omitted
