Reimbursement for Direct Expenses Clause Samples

Reimbursement for Direct Expenses. (a) The Partnership Group hereby agrees to reimburse the General Partner and its Affiliates for all direct expenses and expenditures, other than costs allocated pursuant to Section 3.1, they incur or payments they make on behalf of the Partnership Group, including, but not limited to, (i) salaries of personnel performing services on the Partnership Group’s behalf, the cost of employee benefits for such personnel and general and administrative expense associated with such personnel, (ii) capital expenditures, (iii) maintenance and repair costs, (iv) taxes and (v) direct expenses, including operating expenses and certain allocated operating expenses, associated with the ownership and operation of the Partnership’s assets; provided, that any allocated operating expenses shall be consistent in nature and quality to the services of such type previously provided by Spectra in connection with its management and operation of the Partnership’s assets prior to their acquisition by the Partnership. (b) The Partnership Group hereby agrees to reimburse the General Partner and its Affiliates for all expenses and expenditures they incur or payments they make as a result of the Partnership becoming and continuing as a publicly traded entity, including, but not limited to, costs associated with annual and quarterly reports, tax return and Schedule K-1 preparation and distribution, independent auditor fees, partnership governance and compliance, registrar and transfer agent fees, legal fees and independent director compensation. (c) The obligation of the Partnership Group to reimburse the General Partner and its Affiliates pursuant to this Section 3.2 shall not be subject to any monetary limitation.

Reimbursement for Direct Expenses. It is contemplated that direct expenses for the PAGP Entities, other than income taxes payable by PAGP, will be paid by AAP. It is contemplated that PAGP income taxes will be paid from PAGP funds. To the extent any member of the GP LLC Group incurs or pays any direct expenses or expenditures on behalf of the PAGP Entities, AAP hereby agrees to reimburse the GP LLC Group for such expenses and expenditures. AAP further agrees to pay or reimburse the GP LLC Group, as applicable, for any GP LLC Franchise Costs. AAP hereby agrees to reimburse the GP LLC Group for any expenses and expenditures incurred or paid in the process of or as a result of PAGP becoming a publicly traded entity, including expenses associated with (i) compensation for new directors of PAGP GP, (ii) incremental director and officer liability insurance, (iii) listing on the New York Stock Exchange, (iv) investor relations, (v) legal, (vi) tax and (vii) accounting. The aggregate amount payable by AAP to the GP LLC Group pursuant to this Section 2.2(b) with respect to a given period of time shall be referred to herein as the “Expense Reimbursement Fee.” The obligation of AAP to reimburse the GP LLC Group pursuant to this Section 2.2(b) shall not be subject to any monetary limitation, and shall be in addition to the Administrative Services Fee contained in Section 2.2(a).

Reimbursement for Direct Expenses. Under the Master Lease, NNRCSI is obligated to perform certain maintenance, repair and replacement obligations for the entirety of the Premises (the “NNRCSI Direct Expenses”). To the extent there are NNRCSI Direct Expenses which relate to the Sublet Space and are payable by Asterias under Section 2.1 above, Asterias will pay the Asterias OpEx Share of such NNRCSI Direct Expenses as additional rent. Asterias shall have the right to review the Annual Statement with respect to the Asterias OpEx Share of such NNRCSI Direct Expenses and timely contest any item of additional rent pursuant to Section 16.3 of the Master Lease.

Reimbursement for Direct Expenses. (i) The Enogex Group hereby agrees to reimburse OGE Energy and its Affiliates (other than any Group Member) for all direct expenses and expenditures they incur or payments they make on behalf of the Enogex Group, including, but not limited to, (A) salaries of operational personnel performing services on the Enogex Group's behalf, the cost of employee benefits for such personnel and general and administrative expense associated with such personnel, (B) capital expenditures, (C) maintenance and repair costs, (D) taxes and (E) operating expenses associated with the operation of the Enogex Assets. (ii) The Partnership Group hereby agrees to reimburse OGE Energy and its Affiliates (other than any Group Member) for all direct expenses and expenditures they incur or payments they make on behalf of the Partnership Group, including, but not limited to, (A) salaries of operational personnel performing services on the Partnership Group's behalf, the cost of employee benefits for such personnel and general and administrative expense associated with such personnel, (B) capital expenditures, (C) maintenance and repair costs, (D) taxes and (E) operating expenses associated with the operation of the Partnership Assets. (b) The Partnership Group hereby agrees to reimburse OGE Energy and its Affiliates (other than any Group Member) for all expenses and expenditures they incur or payments they make as a result of the Partnership becoming and continuing as a publicly traded entity, including costs associated with annual and quarterly reports to unitholders, tax returns and Schedule K-1 preparation and distribution, investor relations, independent auditor fees, registrar and transfer agent fees, incremental insurance costs, legal fees and independent director compensation. (c) The obligations of the Enogex Group and the Partnership Group to reimburse OGE Energy and its Affiliates pursuant to this Section 2.2 shall not be subject to any monetary limitation, including limitations of the type provided by the G&A Expenses Limits contained in Section 2.1.

Reimbursement for Direct Expenses. It is contemplated that direct expenses for the PAGP Entities, other than income taxes payable by PAGP, will be paid by AAP. It is contemplated that PAGP income taxes will be paid from PAGP funds. To the extent any member of the GP LLC Group incurs or pays any direct expenses or expenditures on behalf of the PAGP Entities, AAP hereby agrees to reimburse the GP LLC Group for such expenses and expenditures. AAP further agrees to pay or reimburse the GP LLC Group, as applicable, for any GP LLC Franchise Costs. AAP hereby agrees to reimburse the GP LLC Group for any expenses and expenditures incurred or paid in the process of or as a result of PAGP becoming a publicly traded entity, including expenses associated with (i) compensation for new directors of PAGP GP,