3.3 Net Tipping Fees. As additional consideration for the Systems, Buyer will pay to Seller Tipping Fee Sharing Payments (as defined herein), based on the gross tipping fees collected by Buyer from its customers for collection of waste that is input into the Purchased Systems ("Gross Tipping Fees"), for each calendar month or portion thereof after the date of acceptance by Buyer of the Initial System, as set forth herein. For purposes of this Agreement, each "Tipping Fee Sharing Payment" shall be an amount equal to ten percent (10%) of the sum of (x) all Gross Tipping Fees collected by Buyer in such period, less (y) Collection Costs (as defined herein) for such period. Within twenty (20) days following the end of each monthly period for which a Tipping Fee Sharing Payment may be owing, Buyer shall remit to Seller payment of an amount equal to the Tipping Fee Sharing Payment, if any, for such period less all Output Delivery Expenses owing to Buyer for such period (and any prior period), together with a reasonably detailed calculation of such amounts (the "Tipping Fee Sharing Payment Calculation"). The Tipping Fee Sharing Payment, Output Delivery Expenses, and all component amounts thereof, shall be determined by Buyer on a basis consistent with Buyer's ordinary accounting practices. In the event that Output Delivery Expenses for any period are greater than the Tipping Fee Sharing Payment for such period, Buyer will deliver the Tipping Fee Sharing Payment Calculation to Seller, together with a request for payment of the amount of Output Delivery Expenses that are in excess of the Tipping Fee Sharing Payment (the "Overage Expenses"). Seller shall remit to Buyer any Overage Expenses within twenty (20) Business Days after receipt of the Tipping Fee Sharing Payment Calculation. For purposes of this Agreement, "Collection Costs" means the costs incurred by Buyer, directly or indirectly, for the collection of waste that is input into the Purchased Systems, including all electricity; rent; labor and benefits; direct and indirect overhead; city, state and other local taxes or fees; transportation; and permits.
3.4 Exclusivity. If Buyer purchases at least five (5) Systems within eighteen months after the date on which the Initial System becomes Fully Operational, Buyer will have the exclusive right to own and operate Systems in the LRS Territories. Neither Seller nor any of its Affiliates (other than Buyer) will use, sell, lease or license any Systems in the LRS Territories, or otherwise permit any other Person to operate a System in the LRS Territories. Further, Seller may not, without giving thirty (30) days prior written notice to Buyer and obtaining Buyer's written consent, which may not be unreasonably withheld,
own, lease, operate or sell the Technology in any geographic areas that are within one hundred (100) miles of any LRS Territories. For purposes of this Agreement, "LRS Territories" means the geographic area within a one hundred eighty (180) mile radius of any LRS Location where the Buyer operates a System, but specifically excludes any geographic area outside of a one hundred eighty (180) mile radius of 6132 Oakton St., Morton Grove, Illinois where Seller has granted any right to any other Person to operate a System in such area before Buyer begins operating a System at a new LRS Location which would otherwise expand the LRS Territories into such area. The exclusivity described in this Section 3.4 shall not apply to the ownership, license, operation or use of the System or the Output by any Person for agricultural purposes, which shall include the processing of manure, manure byproduct and hazardous waste.
