Common use of General and Administrative Services Clause in Contracts

General and Administrative Services. (a) Landmark agrees to provide, and agrees to cause its Affiliates to provide, on behalf of the General Partner and for the Partnership Group’s benefit, the general and administrative support services reasonably necessary to run the business of the Partnership Group, including, but not limited to, the services listed on Schedules II and III attached hereto (“Services”). (b) The Partnership Group shall reimburse Landmark for all direct and allocated costs and expenses incurred by any Landmark Entity in connection with providing the Services. The General Partner shall be entitled to allocate to the Partnership any costs and expenses incurred by any Landmark Entity in connection with providing the Services on any reasonable basis determined by the General Partner. In the event that such Services are associated with Landmark’s operation of both of the businesses of the Landmark Entities and the Partnership Group, including, without limitation, general and administrative functions, such reasonable basis may include, at the election of the General Partner, allocating a portion of such costs and expenses incurred during a particular period to the Partnership on a pro rata basis (based on the relative revenues of the Landmark Entities, on the one hand, and the Partnership Group on the, or any other reasonable basis determined by the General Partner). (c) Subject to Section 4.01(d), the Partnership Group hereby agrees to reimburse the Landmark Entities for all costs and expenses allocated to the Partnership Group in accordance with Sections 4.01(a) and (b). (d) Notwithstanding Section 4.01(c), until the expiration of the Limit Period, the maximum amount for which the Partnership will be obligated to reimburse the Landmark Entities pursuant to Sections 4.01(a), (b) and (c) for the provision of Services during any particular calendar quarter shall not exceed the greater of: (i) $162,500 and (ii) 3% of the Partnership Group’s consolidated revenue during the preceding calendar quarter (the “G&A Limit”); provided, however that the Services set forth on Schedule III attached hereto shall not be subject to the G&A Limit and reimbursement of such services shall not reduce the G&A Limit. The G&A Limit shall be reduced by any costs incurred directly by the Partnership Group during the applicable period for Services set forth on Schedule II. (e) In addition to the provision of Services, upon the request of the Partnership or any other member of the Partnership Group, Landmark agrees to provide, and agrees to cause its Affiliates to provide, on behalf of the General Partner and for the Partnership Group’s benefit, Acquisition Services. The Partnership Group hereby agrees to pay reasonable fees to Landmark as consideration for the Acquisition Services, as such fees are reasonably determined by Landmark and the General Partner. For the avoidance of doubt, consideration paid for Acquisition Services shall not be subject to the G&A Limit and shall not reduce the G&A Limit. (f) As long as the General Partner is an Affiliate of Landmark, the Partnership and Landmark may settle the Partnership Group’s financial obligations to Landmark through Landmark’s normal inter-affiliate settlement processes. Except as provided in the immediately preceding sentence, the amount of any reimbursements due to Landmark under this Section 4.01 shall be paid by the Partnership Group no later than the 30th Day of the Month following the Month in which the applicable reimbursable costs or expenses are incurred, provided that if such Day is not a Business Day, then the Partnership Group shall pay such amount without interest on the next Business Day.