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<br />203215669.16 4
<br />2.3.3 MTC Payment. Subject to the last sentence of this paragraph, MTC shall
<br />cover 50% of Operator’s (and Motivate’s) Operating Losses for the period commencing August
<br />29, 2015 and ending on the earlier of the Effective Date and December 31, 2015 (the “Covered
<br />Period”). Within 30 days after the end of the Covered Period, Operator shall send MTC a
<br />statement setting forth Operator’s (or Motivate’s) Operating Losses, if any, for the Covered
<br />Period accompanied by reasonable back-up. Notwithstanding the existence of Operator’s (or
<br />Motivate’s) Operating Losses for any particular month, MTC’s obligation under this Section
<br />2.3.3. shall apply only to Operator’s (and Motivate’s) cumulative Operating Losses over the
<br />entire Covered Period. MTC shall pay Operator for any such cumulative Operating Losses
<br />within 30 days following Operator’s submission of its statement for the Covered Period. MTC’s
<br />payment obligation under this paragraph is capped at $100,000.
<br />2.4 Taxes, Dues, and Fees. Operator shall pay all applicable federal, state, and local
<br />taxes assessed against, arising out of, and collected from the service operation, including sales,
<br />use, license, and/or privilege taxes. Operator shall at all times maintain records evidencing
<br />revenue and the taxes collected as are required to substantiate the correctness of the tax returns
<br />filed.
<br />2.5 No Tax Exemption. No provision of this Continuation Agreement shall be
<br />construed to provide Operator or any of its subcontractors with an exemption, exclusion,
<br />deferral, offset or other relief from any assessment, tax, levy, or penalty which is now or which
<br />may be hereafter authorized by law.
<br />2.6 Covenant Against Contingent Fees. Operator warrants that it has not employed or
<br />retained any company or person, other than a bona fide employee working for Operator, to solicit
<br />or secure this Continuation Agreement and that it has not paid or agreed to pay any company or
<br />person other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or
<br />any other consideration, contingent upon or resulting from the award, or formation of this
<br />Continuation Agreement. For breach or violation of this warranty, MTC shall have the right to
<br />annul this Continuation Agreement without liability, or, at its discretion, to deduct from the
<br />agreement price or consideration, or otherwise recover, the full amount of such fee, commission,
<br />percentage, brokerage fee, gift, or contingent fee.
<br />2.7 Liquidated Damages. Subject to Events of Force Majeure, the failure of Operator
<br />to achieve the service levels described in Section 3 of Attachment A-1 will result in liquidated
<br />damages but only if such failure relates to a service level described in such Section 3 for which
<br />there is a corresponding “Key Performance Indicator” in Appendix A of the Program Agreement.
<br />Operator will have no liability for a failure to achieve a service level described in such Section 3
<br />for which there is no corresponding “Key Performance Indicator” in Appendix A of the Program
<br />Agreement. Liquidated damages will be assessed at half of the rate set forth in Appendix A of
<br />the Program Agreement. MTC shall notify Operator on a monthly basis of any such failures and
<br />the corresponding liquidated damages, but payment of such liquidated damages shall not be due
<br />until the completion of Phase I.
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