Charge for Services. Partnership shall compensate Manager for the provision of the Services by paying Manager an amount equal to Manager’s Overhead Costs (the “Management Fee”) plus the Administrative Fee. To the extent costs and expenses described under Section II 3 and II 4 of ▇▇▇▇▇ and any overhead charges described under Section III of ▇▇▇▇▇ have been allocated to Partnership or any Subsidiary under ▇▇▇▇▇ and paid by Partnership pursuant to the terms of the JDA or any Operating Agreement, Manager shall credit such amounts to Partnership against the Management Fee, but such amounts shall be subject to the Administrative Fee. Notwithstanding anything to the contrary contained herein, Manager shall not be entitled to any Management Fee in each of the two calendar years following the date hereof in excess of $5,000,000 per calendar year and thereafter, in excess of $10,000,000 per calendar year and the Administrative Fee shall not exceed 2.00% of the Management Fee unless the incurrence of any such excess Management Fee or Administrative Fee has been approved with Special Approval under Section 5.7(b)(i) of the LLC Agreement.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Sanchez Energy Corp), Securities Purchase Agreement (Sanchez Energy Corp)
Charge for Services. Partnership shall compensate Manager for the provision of the Services by paying Manager an amount equal to Manager’s Overhead Costs (the “Management Fee”) plus the Administrative Fee. To the extent costs and expenses described under Section II 3 and II 4 of ▇▇▇▇▇ and any overhead charges described under Section III of ▇▇▇▇▇ have been allocated to Partnership or any Subsidiary under ▇▇▇▇▇ and paid by Partnership pursuant to the terms of the JDA or any Operating Agreement, Manager shall credit such amounts to Partnership against the Management Fee, but such amounts shall be subject to the Administrative Fee. Notwithstanding anything to the contrary contained herein, Manager shall not be entitled to any Management Fee in each of the two calendar years following the date hereof in excess of $5,000,000 per calendar year and thereafter, in excess of $10,000,000 per calendar year and the Administrative Fee shall not exceed 2.00% of the Management Fee unless the incurrence of any such excess Management Fee or Administrative Fee has been approved with Special Approval under Section 5.7(b)(i) of the LLC Agreement.the
Appears in 1 contract
Sources: Management Services Agreement (Sanchez Energy Corp)