Base Rate Costs definition

Base Rate Costs shall include all direct operating costs recorded in accordance with GAAP (but specifically excluding any prepayments except as expressly provided in this Agreement and any accruals for reserve items relating to pending or threatened litigation, regulatory claims, undetermined labor rates or any other reserve item not regularly made in Operator’s ordinary course of business) based upon (a) the model attached hereto as Exhibit B (as modified from time to time), and (b) a minimum utilization of the Aircraft of an average of [***] block hours per day (measured on a monthly average of all of the in-revenue service Aircraft during such month) (the “Minimum Utilization Average”). If the actual utilization average is less than the Minimum Utilization Average for more than [***] consecutive months, then the Base Rate Costs shall be subject to adjustment based on the actual utilization average. SKYW covenants and agrees that with respect to any direct operating costs only a portion of which are allocated as Base Rate Costs hereunder, such allocation shall not be made in a manner that is economically disadvantageous to Delta vis-a-vis SKYW or any other codeshare partner of SKYW to whom such direct operating costs are also allocated. At all times during the Term, Operator shall use its best efforts to reduce its Base Rate Costs and achieve profitability improvement targets established by Delta from time to time to reduce Operator’s Direct Costs.
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Base Rate Costs shall include certain direct operating costs recorded in accordance with GAAP incurred by Operator in its operation of the Delta Connection Flights. The Base Rate Costs are set forth on Exhibit B attached hereto and incorporated herein; and shall be adjusted as provided in Section 3.B. The Base Rate Costs shall be paid on a unit basis as set forth on Exhibit B.
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Base Rate Costs shall include all direct operating costs recorded in accordance with GAAP (but specifically excluding any prepayments except as expressly provided in this Agreement and any accruals for reserve items relating to pending or threatened litigation, regulatory claims, undetermined labor rates or any other reserve item not regularly made in Operator’s ordinary course of business) based upon (a) the model attached hereto as Exhibit B (as modified from time to time) , and (b) a minimum utilization of the Aircraft of an average of [***] block hours per day (measured on a monthly average of all of the in-revenue service Aircraft during such month) (the “Minimum Utilization Average”). If the actual utilization average is less than the Minimum Utilization Average for more than [***] consecutive months, then the Base Rate Costs shall be subject to adjustment based on the actual utilization average. ASA covenants and agrees that with respect to any direct operating costs only a portion of which are allocated as Base Rate Costs hereunder, such allocation shall not be made in a manner that is economically disadvantageous to Delta vis-a-vis ASA or any other codeshare partner of ASA to whom such direct operating costs are also allocated. At all times during the Term, Operator shall use its best efforts to reduce its Base Rate Costs and achieve profitability improvement targets established by Delta from time to time to reduce Operator’s Direct Costs. During the period commencing on the Effective Date and ending on the [***] anniversary of the Effective Date (the “Margin Cap Period”), all net reductions in Base Rate Costs achieved by Operator, and reductions in similar costs achieved by SkyWest attributable to economies of scale and other combination efficiencies that result in a reduction of ASA’s and SkyWest’s costs and expenses relating to their respective Delta Connection program operations as a result of or arising out of SI’s acquisition of ASA and simultaneous operation of SkyWest (the “Synergy Savings”) shall accrue for the sole benefit of, and be paid to or retained by, Delta.
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Examples of Base Rate Costs in a sentence

  • The Base Rate Costs will apply for all Delta Connection Flights during the year applicable to such Base Rate Costs, and Operator will bear any risks of additional expenses not reflected therein.

  • Upon agreement, the reset Base Rate Costs and the provisions of Exhibit B as so amended shall be applied retroactively to the beginning of the reset period for which the amendment applies.

  • Until the parties are able to agree upon the reset Base Rate Costs to be set forth in Exhibit B (or such are determined by the independent consultant), the Base Rate Costs of the year immediately prior to the reset year shall govern until such time as the parties agree upon the reset Base Rate Costs.

  • In the event that the parties are unable to agree on the reset Base Rate Costs, the parties further agree that (i) at the request of either party, and at the expense of the requesting party, the parties shall engage a mutually agreed independent consultant, to determine the reset Base Rate Costs.

  • Base Rate Costs and Schedule 3 have been prepared based on the data described in Exhibit C attached hereto.

  • In addition, Base Rate Costs and Schedule 3 have been negotiated based on the assumption that if ASA performs in accordance with the terms and conditions set forth in this Agreement, ASA could reasonably achieve an [***] Margin Cap Margin on an annual basis.

  • Thereafter, the parties shall correct the incorrect information and complete the incomplete information and adjust Base Rate Costs and Schedule 3, if necessary, based on the corrected or completed information as reasonably and mutually determined by the parties hereto in such a manner such that ASA could reasonably achieve an [***] Margin Cap Margin if ASA performs in accordance with the terms and conditions set forth in this Agreement on an annual basis for each year during the Margin Cap Period.

  • For calendar year 2007 only, for purposes of establishing Base Rate Costs pursuant to Article 3G of the Agreement, notwithstanding any provisions of the Agreement to the contrary, CPI shall not in any event exceed [*].

  • Delta shall be entitled to review and verify SKYW’s final written invoice (together with the relevant data with respect to the actual Base Rate Costs and Block Hour Payment earned and final actual operating results); provided, however, any such review or payment shall still be subject to potential audit and reconciliation pursuant to this Article 3.

  • Any realized savings on Base Rate Costs not set forth above shall be retained solely by Operator.

Related to Base Rate Costs

  • Base Rate Committed Loan means a Committed Loan that is a Base Rate Loan.

  • Base Rate means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of:

  • Base Rate Revolving Loan means a Revolving Loan that is a Base Rate Loan.

  • Expense Rate As to each Mortgage Loan, the sum of the Master Servicing Fee Rate and the Trustee Fee Rate.

  • LIBOR Applicable Margin means, as of any date with respect to any LIBOR Interest Period, the Applicable Margin in effect for such LIBOR Interest Period as determined in accordance with Section 2.4 hereof.