Common use of Reimbursement of Manager Clause in Contracts

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. (a) Manager acknowledges and ------------------------ agrees that Manager and not the Company shall be responsible for the compensation, including salaries, withholding taxes, unemployment insurance contributions, pension, health and other benefits of Manager's executive management personnel (all such compensation being herein collectively called "Executive Compensation"). For purposes hereof, "executive management personnel" shall not include any individual (such as a system manager) who is employed solely in connection with the day-to-day operations of a CATV System. Except for Executive Compensation (intended to be covered by the Management Fee), Manager shall submit be entitled to Owner quarterly reimbursement by the Company for the allocable costs (including, without limitation, salaries, withholding taxes, unemployment insurance contributions and the like) of employees of Manager or its Affiliates who perform services that would ordinarily be performed by employees of the Systems. Manager shall act in good faith in making such allocation. Manager shall have the right to use such shared employees without pre-approval of the Company and receive reimbursement therefor; provided, however, the Company shall have the right, after consultation with Manager, to direct the Manager no longer to continue using such shared employees in such situations as Company shall determine. (b) Manager shall be entitled to reimbursement from the Company for reasonable out-of-pocket expenses incurred by Manager (excluding Executive Compensation and overhead allocated in respect of the executive management of the business or operations at the Company or any of its subsidiaries, including rent, utilities, telephone and telecopy charges, furniture, fixtures and the like) in connection with (i) the operation of the business of the Company, including without limitation, travelling to and visiting the Systems, and (ii) investigating, analyzing, negotiating or otherwise acting for or on behalf of the Company or its subsidiaries in connection with any potential acquisition by the Company or its subsidiaries of a ------------------------ statement CATV System. Manager shall provide to the Company notice and an accounting at any time the reimbursable amount of fees due Manager and the foregoing expenses exceeds $10,000 over the amount previously reported. (c) Neither the Company nor any of all costsits subsidiaries shall employ or retain any executive management personnel, expenses and payments(or pay any Person, if any, incurred or made by other than the Manager, in farming respect of executive management personnel or matters, for the Land pursuant to this Agreement ("Statement Company or any of Expenses"its subsidiaries), it being the intention of the parties hereto that all executive management personnel (iias defined in Section 8.1(a) a reconciliation above) required in connection with supporting evidence the business or operations of the Company 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 its subsidiaries shall be prepared employees of the Manager (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 Executive Compensation for 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 employees shall be submitted to arbitration pursuant to this Agreement. Notwithstanding covered by the foregoing, if any disputed amount is an amount Management Fees 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 Ownerhereunder.

Reimbursement of Manager. (a) Manager acknowledges and ------------------------ agrees that Manager and not the Company shall be responsible for the compensation, including salaries, withholding taxes, unemployment insurance contributions, pension, health and other benefits of Manager's executive management personnel (all such compensation being herein collectively called "Executive Compensation"). For purposes hereof, "executive management personnel" shall not include any individual (such as a system or regional manager) who, other than for minimal duties, is employed principally in connection with the day-to-day operations of one or more Systems or one or more geographic regions of the Company or its subsidiaries. Except for Executive Compensation (intended to be covered by the Management Fee), Manager shall submit be entitled to Owner quarterly reimbursement by the Company for the allocable costs (including, without limitation, salaries, withholding taxes, unemployment insurance contributions and the like) of employees of Manager or its Affiliates who perform services that would ordinarily be performed by employees of the Systems. Manager shall act in good faith in making such allocation. Manager shall have the right to use such shared employees without pre-approval of the Company and receive reimbursement therefor; provided, however, the Company shall have the right, after consultation with Manager, to direct the Manager no longer to continue using such shared employees in such situations as Company shall determine. (b) Manager shall be entitled to reimbursement from the Company for reasonable out-of-pocket expenses incurred by Manager (excluding Executive Compensation and overhead allocated in respect of the executive management of the business or operations at the Company or any of its subsidiaries, including rent, utilities, telephone and telecopy charges, furniture, fixtures and the like) in connection with (i) the operation of the business of the Company, including without limitation, travelling to and visiting the Systems, and (ii) investigating, analyzing, negotiating or otherwise acting for or on behalf of the Company or its subsidiaries in connection with any potential acquisition by the Company or its subsidiaries of a ------------------------ statement System. Manager shall provide to the Company notice and an accounting at any time the reimbursable amount of fees due Manager and the foregoing expenses exceeds $10,000 over the amount previously reported. (c) Neither the Company nor any of all costsits subsidiaries shall employ or retain any executive management personnel (or pay any Person, expenses and payments, if any, incurred or made by other than the Manager, in farming respect of executive management personnel or matters, for the Land pursuant to this Agreement ("Statement Company or any of Expenses"its subsidiaries), it being the intention of the parties hereto that all executive management personnel (iias defined in Section 8.2 above) a reconciliation required in connection with supporting evidence the business or operations of the Company 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 its subsidiaries shall be prepared employees of the Manager (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 (30Executive Compensation for such employees) 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 covered by the foregoing, if any disputed amount is an amount Management Fees 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 Ownerhereunder.

Reimbursement of Manager. (a) Manager acknowledges and ------------------------ agrees that Manager and not the Company shall be responsible for the compensation, including salaries, withholding taxes, unemployment insurance contributions, pension, health and other benefits of Manager's executive management personnel (all such compensation being herein collectively called "Executive Compensation"). For purposes hereof, "executive management personnel" shall not include any individual (such as a system manager) who is employed solely in connection with the day-to-day operations of a System. Except for Executive Compensation (intended to be covered by the Management Fee), Manager shall submit be entitled to Owner quarterly reimbursement by the Company for the allocable costs (including, without limitation, salaries, withholding taxes, unemployment insurance contributions and the like) of employees of Manager or its Affiliates who perform services that would ordinarily be performed by employees of the Systems. Manager shall act in good faith in making such allocation. Manager shall have the right to use such shared employees without pre-approval of the Company and receive reimbursement therefor; provided, however, the Company shall have the right, after consultation with Manager, to direct the Manager no longer to continue using such shared employees in such situations as Company shall determine. (b) Manager shall be entitled to reimbursement from the Company for reasonable out-of-pocket expenses incurred by Manager (excluding Executive Compensation and overhead allocated in respect of the executive management of the business or operations at the Company or any of its subsidiaries, including rent, utilities, telephone and telecopy charges, furniture, fixtures and the like) in connection with (i) the operation of the business of the Company, including without limitation, travelling to and visiting the Systems, and (ii) investigating, analyzing, negotiating or otherwise acting for or on behalf of the Company or its subsidiaries in connection with any potential acquisition by the Company or its subsidiaries of a ------------------------ statement System. Manager shall provide to the Company notice and an accounting at any time the reimbursable amount of fees due Manager and the foregoing expenses exceeds $10,000 over the amount previously reported. (c) Neither the Company nor any of all costsits subsidiaries shall employ or retain any executive management personnel, expenses and payments(or pay any Person, if any, incurred or made by other than the Manager, in farming respect of executive management personnel or matters, for the Land pursuant to this Agreement ("Statement Company or any of Expenses"its subsidiaries), it being the intention of the parties hereto that all executive management personnel (iias defined in Section 8.1(a) a reconciliation above) required in connection with supporting evidence the business or operations of the Company 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 its subsidiaries shall be prepared employees of the Manager (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 Executive Compensation for 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 employees shall be submitted to arbitration pursuant to this Agreement. Notwithstanding covered by the foregoing, if any disputed amount is an amount Management Fees 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 Ownerhereunder.

Reimbursement of Manager. (a) Manager acknowledges and ------------------------ agrees that Manager and not the Company shall be responsible for the compensation, including salaries, withholding taxes, unemployment insurance contributions, pension, health and other benefits of Manager's executive management personnel (all such compensation being herein collectively called "Executive Compensation"). For purposes hereof, "executive management personnel" shall not include any individual (such as a system manager) who is employed solely in connection with the day-to-day operations of a System. Except for Executive Compensation (intended to be covered by the Management Fee), Manager shall submit be entitled to Owner quarterly reimbursement by the Company for the allocable costs (including, without limitation, salaries, withholding taxes, unemployment insurance contributions and the like) of employees of Manager or its Affiliates who perform services that would ordinarily be performed by employees of the Systems. Manager shall act in good faith in making such allocation. Manager shall have the right to use such shared employees without pre-approval of the Company and receive reimbursement therefor; provided, however, the Company shall have the right, after consultation with Manager, to direct the Manager no longer to continue using such shared employees in such situations as Company shall determine. (b) Manager shall be entitled to reimbursement from the Company for reasonable out-of-pocket expenses incurred by Manager (excluding Executive Compensation and overhead allocated in respect of the executive management of the business or operations at the Company or any of its subsidiaries, including rent, utilities, telephone and telecopy charges, furniture, fixtures and the like) in connection with (i) the operation of the business of the Company, including without limitation, travelling to and visiting the Systems, and (ii) investigating, analyzing, negotiating or otherwise acting for or on behalf of the Company or its subsidiaries in connection with any potential acquisition by the Company or its subsidiaries of a ------------------------ statement System. Manager shall provide to the Company notice and an accounting at any time the reimbursable amount of fees due Manager and the foregoing expenses exceeds $10,000 over the amount previously reported. (c) Neither the Company nor any of all costsits subsidiaries shall employ or retain any executive management personnel (or pay any Person, expenses and payments, if any, incurred or made by other than the Manager, in farming respect of executive management personnel or matters, for the Land pursuant to this Agreement ("Statement Company or any of Expenses"its subsidiaries), it being the intention of the parties hereto that all executive management personnel (iias defined in Section 8.2 above) a reconciliation required in connection with supporting evidence the business or operations of the Company 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 its subsidiaries shall be prepared employees of the Manager (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 (30Executive Compensation for such employees) 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 covered by the foregoing, if any disputed amount is an amount Management Fees 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 Ownerhereunder.