Common use of Reimbursement of Out of Pocket Expenses Clause in Contracts

Reimbursement of Out of Pocket Expenses. The Manager shall pay all reasonable out-of-pocket expenses incurred and paid the Manager and its agents and consultants (“Out-of-Pocket Expenses”), pursuant to the policies and procedures established by the Manager and approved by the Owner and in accordance with the Budget, and consistent with the allocations set forth in Exhibit D hereto, for the payment or reimbursement of such costs with respect to activities conducted for the Owner pursuant to this Agreement. The Owner shall reimburse the Manager for all such Out-of-Pocket Expenses paid by the Manager to Third Parties on behalf of the Owner or in connection with the Business of the Owner, and on or before the 20th day after each Calendar Month in which the Manager incurs Out-of-Pocket Expenses, the Manager will invoice the Owner for such Out-of Pocket Expenses paid to Third Parties during the preceding month accompanied by reasonable supporting detail. At any time that is not less than ten (10) Business Days following the date that Owner receives an invoice for Out-of-Pocket Expenses pursuant to this Section 5.2, the Manager may apply any funds that it holds on behalf of Owner to payment of the amount specified in such invoice, less any amount(s) to which Owner has reasonably objected in writing during such 10-Business Day period. If the Owner timely objects to any amount in any such invoice, Owner and Manager shall use their reasonable commercial efforts to resolve such dispute amicably, and promptly after the resolution of such matter, the Manager may apply any funds that it holds on behalf of Owner to payment of the amount determined to be owing to the Manager. If the funds that the Manager holds on behalf of Owner are insufficient to pay in full when due the amounts due to the Manager pursuant to this Section 5.2, then Owner will promptly make payment to the Manager of the amount due and unpaid in immediately available funds by wire transfer to an account specified by the Manager to Owner. Payment of Out-of-Pocket Expenses shall not prejudice or otherwise affect the right of Owner to audit any amounts of the Out-of-Pocket Expenses for compliance with this Agreement and to seek reimbursement from Manager for any Out-of-Pocket Expenses that were not incurred in accordance with this Agreement.