Reimbursement of Operating Expenses. (i) At the end of the first four (4) complete Contract Quarters following the Closing Date, El Dorado Logistics shall calculate the aggregate operating expenses incurred in the operation of the El Dorado Assets during that twelve-month period (but such calculation shall not include extraordinary and non-recurring items of expense that are not reasonably expected to recur in future periods during the Term). In the event that such aggregate operating expenses exceed the Assumed OPEX, (A) Frontier El Dorado shall reimburse El Dorado Logistics for such operating expenses incurred in excess of the Assumed OPEX, and (B) El Dorado Logistics shall increase the Tankage Base Tariff by the amount necessary to increase the Minimum Tankage Revenue Commitment by an amount equal to the unreimbursed portion of such aggregate operating expenses in excess of the Assumed OPEX for the remainder of the Term, and the Parties shall execute an amended, modified, revised or updated Schedule II reflecting such aggregate operating expenses as the new Assumed OPEX. In the event that such aggregate operating expenses are less than the Assumed OPEX, El Dorado Logistics shall decrease the Tankage Base Tariff by the amount necessary to decrease the Minimum Tankage Revenue Commitment by an amount equal to the difference between the Assumed OPEX and such actual operating expenses for the remainder of the Term, and the Parties shall execute an amended, modified, revised or updated Schedule II reflecting such aggregate operating expenses as the new Assumed OPEX. In the event that the PPI increase for any given year is greater than seven percent (7%), then, in addition to any other applicable increases during such year, El Dorado Logistics shall increase the Tankage Base Tariff by an additional amount necessary to increase the Minimum Tankage Revenue Commitment by the OPEX Recovery Amount. Such OPEX Recovery Amount shall be added to the then-current Assumed OPEX, and the Parties shall execute an amended, modified, revised or updated Schedule IV reflecting the addition of such OPEX Recovery Amount to the Assumed OPEX.
Reimbursement of Operating Expenses. All third party charges and out-of-pocket costs and expenses incurred by the Manager or its Affiliate that are related to the operations of the Company, including, without limitation, those related to (i) the investigation of investment opportunities, whether or not consummated, and whether incurred before or after the formation of the Company, (ii) the acquisition, ownership, management, financing, hedging of interest rates on financings, or sale of investments, (iii) meetings with or reporting to Members, (iv) accounting, auditing, research, consulting, tax return preparation, financial reporting, and legal services, risk management services and insurance, including without limitation to protect the Company, the Manager, its Affiliates, and Members in connection with the performance of activities related to Company, (v) the Company’s indemnification of the Indemnified Parties pursuant to this Agreement, (vi) litigation, (vii) borrowings of the Company, (viii) liquidating the Company, (ix) any taxes, fees or other governmental charges levied against the Company and all expenses incurred in connection with any tax audit, investigation, settlement or review of the Company, including, without limitation, license fees, fees associated with SEC reporting requirements, and Delaware taxes and filing fees, (x) travel costs associated with investigating and evaluating investment opportunities (whether or not consummated) or making, monitoring, managing or disposing of investments, and (xi) the costs of any third parties retained to provide services to Company. The Company shall not be required to pay, and the Manager shall not be entitled to reimbursement for, (i) ordinary and usual office overhead expenses of the Manager or any of its Affiliates (including rent, communications, etc.), (ii) salaries or other compensation of the employees of the Manager or any of its Affiliate, or (iii) expenses of the Manager’s or any of its Affiliate’s registration as an investment adviser or other compliance with the U.S. Investment Advisers Act of 1940, as amended, or any corresponding state law. It is acknowledged that, concurrently with the formation of the Company, the Manager may form other investment vehicles that will have similar investment strategies to the Company.
Reimbursement of Operating Expenses. With respect to any Expense Support Payments attributable to Operating Expenses, the amount of the Reimbursement Payment attributable to Operating Expenses for any calendar quarter shall be reduced to the extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would (i) cause Other Operating Expenses (on an annualized basis and net of any Expense Payments received by the Company during such fiscal year) to exceed the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year), or (ii) cause the annualized rate of regular cash distributions declared by the Company at the time of the Reimbursement Payment to be less than the annualized rate of regular cash distributions declared by the Company at the time the Adviser made the Expense Support Payment to which such Reimbursement Payment relates.
Reimbursement of Operating Expenses. PAID AFTER THE EFFECTIVE DATE. Intek shall reimburse MIC for all expenses and costs paid by MIC in the conduct of the U.S. LMR Distribution Business during the period commencing on the Effective Date and continuing through the Closing as follows:
Reimbursement of Operating Expenses. For the period commencing July 1, 1998 and terminating on December 31, 1998, Seller shall pay (in the manner described in the penultimate sentence of this paragraph) to AGA $8,500,000, as a reimbursement to AGA for operating expenses incurred by AGA that are associated with the Business after the Closing Date, which reimbursement will be made by Seller in six equal consecutive monthly installments of $1,416,666.67 each, payable on the last day of each month, with the first such payment due and payable on July 31, 1998, and the last such payment due and payable on December 31, 1998. The monthly installment payments described in this paragraph are referred to as the “Monthly Payments.” Each Monthly Payment may be offset by AGA in its entirety by the amounts due under the Note. Notwithstanding anything to the contrary contained herein, Monthly Payments shall be made only by offset of amounts otherwise due under the Note, and no cash payments shall be made by Seller in respect of such Monthly Payments. In the event that, for any reason, the Note (or any portion thereof) is deemed to be invalid or unenforceable, an amount of Monthly Payments equal to the amount of the Note that is not paid (or offset) to Seller shall be deemed to have been paid by Seller in full.
Reimbursement of Operating Expenses. Seller shall, to the extent reasonably practicable, cause Citizens to pay on or prior to the Closing Date (and prior to the transfer, assignment or distribution of cash and cash equivalents which constitute Excluded Assets as contemplated by Section 1.2(a) hereof) all operating expenses for periods prior to the Closing, including but not limited to expenses for property, state and local Taxes, salaries and benefits of Employees, insurance and audit, tax and consulting services incurred prior to Closing. For purposes of this Section 1.4, operating expenses shall not include (i) accounts payable with respect to Power Trading Contracts, (ii) deferred expenses associated with asset restructuring transactions, and (iii) operating expenses of the NUG Subsidiaries. To the extent this is not reasonably practicable, Seller shall promptly reimburse Buyer or Citizens for operating expenses paid by Buyer or Citizens after the Closing but properly allocated to periods prior to the Closing, unless and to the extent that reserves for such operating expenses are included in the Final Calculation of Net Book Value. Buyer shall (or shall cause Citizens to) reimburse Seller for operating expenses prepaid by Citizens as of the Closing Date (as shown in the Final Calculation of Net Book Value), but properly allocated to periods after the Closing. Notwithstanding the foregoing, Seller shall be solely liable for obligations under the Employee Plans described in Section 6.2(a) hereof.
Reimbursement of Operating Expenses. (a) XXX shall pay all compensation costs, including benefits, of employees retained by XXX in the Optoelectronics Business through September 1, 2003. All compensation costs and benefits incurred by XXX for employees of the Optoelectronics Business for the period from September 2, 2003 through the earlier of the Closing Date and September 15, 2003 will be reimbursed by Buyer to Sellers, in the event that the Acquisition closes. Sellers shall maintain the Optoelectronics Business in such a manner that enables Buyer to commence operating the Optoelectronics Business after Closing, once Buyer hires employees, obtains all Environmental Permits and other Permits and/or Approvals required from Governmental Entities, and establishes its operating, administrative, safety, training and similar systems, including placement of all service contracts necessary to operate the Optoelectronics Business. All costs incurred by Sellers from August 8, 2003 through the earlier of the Closing Date and September 15, 2003 necessary in order to maintain the Optoelectronics Business in such fashion that are incurred by Sellers, up to a maximum aggregate of $100,000, do not require prior approval from Buyer, and will be reimbursed by Buyer to Sellers as provided in subsection (d) below, in the event that the Acquisition closes. Any such costs incurred by Sellers beyond such amount shall not be reimbursed unless approved in advance by Buyer. Such reimbursable costs shall include the costs that Sellers would not have incurred if Sellers had completely shut down the Optoelectronics Business and not maintained and readied the Optoelectronics Business for transfer to Buyer, and include the cost of raw materials purchased by Sellers and for services necessary to maintain the Optoelectronics Business.
Reimbursement of Operating Expenses. Tenant shall pay all expenses incurred by Landlord in the maintenance and operation of the Premises (prorated for any fractional month) within thirty-five (35) days of receiving written notice from Landlord that such costs are due and payable and in any event prior to delinquency thereof.
Reimbursement of Operating Expenses. Annually during the Term, at or around the end of the first calendar quarter of each year, Landlord shall prepare and deliver to Tenant written notice of any changes in Landlord’s budget for estimated Operating Expenses for the next calendar year, as determined by Landlord in good faith. Tenant shall pay Tenant’s Pro Rata Share of such estimated Operating Expenses in equal monthly installments in advance without notice or demand and without set-off or deduction (the “Operating Expenses Installments”), each of which shall be due and payable on the first (1st) business day of each calendar month during the Term together with Base Rent Installments.
Reimbursement of Operating Expenses. If in any Comparison Year, Operating Expenses paid or incurred shall exceed the Operating Expenses paid or incurred in the Base Year, Tenant shall pay as Additional Rental for each Comparison Year, Tenant's Proportionate Share of such excess as and when specified below. An annual determination of Operating Expenses shall be made by Landlord pursuant to generally accepted accounting principles and shall be binding upon Landlord and Tenant, subject to Tenant's audit rights described below.
