Common use of Annual Reallocation Clause in Contracts

Annual Reallocation. On or about December 1 of each year, Xxxxxxxxx Energy shall submit for approval a new estimate of the Administrative Service Fee and the Fixed Charges Fee (together, the “Proposed Fee”) to the Conflicts Committee of the Board of Directors of Xxxxxxxxx Energy. The Proposed Fee will reflect any changes in personnel of Xxxxxxxxx Energy or its Affiliates who are performing the Services, changes in each such employee’s compensation and Xxxxxxxxx Energy’s good faith estimate of the time each such employee will spend performing Services on behalf of each of the ARP Entities taking into account prior performance and future expectations. The Proposed Fee shall also reflect Xxxxxxxxx Energy’s good faith estimate of the amount of fixed costs allocable to the ARP Entities. Once approved by the Conflicts Committee of the Board of Directors of Xxxxxxxxx Energy, or pursuant to the provisions of Section 2.6, the Proposed Fee shall become part of this Agreement and replace the existing Administrative Service Fee and the Fixed Charges Fee until such time as a new Proposed Fee is approved in accordance with the provisions of this Section 2.5 or Section 2.6. In addition, Xxxxxxxxx Energy shall prepare a schedule detailing the variance between the estimated allocation of time spent by its personnel on behalf of each of the ARP Entities in the past fiscal year (the “Adjusted Administrative Services Fee”) and submit such schedule for approval to the Conflicts Committee of the Board of Directors of Xxxxxxxxx Energy. Upon approval by the Conflicts Committee of the Board of Directors of Xxxxxxxxx Energy, or pursuant to the provisions of Section 2.6, the difference between the Administrative Services Fee paid and the Adjusted Administrative Services Fee shall be paid by or reimbursed (as applicable by the context) within 60 days of the fiscal year end.

Annual Reallocation. On or about December 1 of each year, Xxxxxxxxx Energy ARLP or its Affiliate shall submit for approval a revised Annex A (the “Proposed Annex A”) and a new estimate of the Administrative Service Fee and the Fixed Charges Fee (together, the “Proposed Fixed Charges Fee”) to the Conflicts Committee board of the Board directors of Directors each of Xxxxxxxxx EnergyMGP, AGP and ARH II. The Proposed Fee Annex A will reflect any changes in personnel of Xxxxxxxxx Energy ARLP or its Affiliates who are performing the Services, changes in each such employee’s compensation and Xxxxxxxxx EnergyARLP’s good faith estimate of the time each such employee will spend performing Services on behalf of each of the ARP AHGP Entities and the ARH II Entities, respectively, taking into account prior performance and future expectations; provided, however, with respect to Services performed on behalf of the ARH II Entities, no time shall be allocated for an employee performing such Services unless having such employee available to perform such Services results in an incremental cost to ARLP. The Proposed Fixed Charges Fee shall also reflect Xxxxxxxxx EnergyARLP’s good faith estimate of the amount of fixed costs allocable to the ARP AHGP Entities and the ARH II Entities. Once approved by the Conflicts Committee board of the Board directors of Directors each of Xxxxxxxxx EnergyMGP, AGP and ARH II, or pursuant to the provisions of Section 2.6, the Proposed Annex A and the Proposed Fixed Charges Fee shall become part of this Agreement and replace the existing Administrative Service Fee Annex A and the Fixed Charges Fee until such time as a new Proposed Annex A and the Proposed Fixed Charges Fee is approved in accordance with the provisions of this Section 2.5 or Section 2.6. In addition, Xxxxxxxxx Energy ARLP or its Affiliate shall prepare a schedule detailing the variance between the estimated allocation of time spent by its personnel on behalf of each of the ARP AHGP Entities and the ARH II Entities in the past fiscal year (the “Adjusted Administrative Services Fee”) and submit such schedule for approval to the Conflicts Committee board of the Board directors of Directors each of Xxxxxxxxx EnergyMGP, AGP and ARH II. Upon approval by the Conflicts Committee board of the Board directors of Directors each of Xxxxxxxxx EnergyMGP, AGP and ARH II, or pursuant to the provisions of Section 2.6, the difference between the Administrative Services Fee paid and the Adjusted Administrative Services Fee shall be paid by or reimbursed (as applicable by the context) to each Entity within 60 days of the fiscal year end.

Annual Reallocation. On or about December 1 of each year, Xxxxxxxxx Energy AGP shall submit for approval a revised Annex A (the “Proposed Annex A”) and a new estimate of the Administrative Service Fee and the Fixed Charges Fee (together, the “Proposed Fixed Charges Fee”) to the Conflicts Committee board of the Board directors of Directors each of Xxxxxxxxx EnergyMGP, AGP and ARH II. The Proposed Fee Annex A will reflect any changes in personnel of Xxxxxxxxx Energy or its Affiliates AGP who are performing the Services, changes in each such employee’s compensation and Xxxxxxxxx EnergyAGP’s good faith estimate of the time each such employee will spend performing Services on behalf of each of the ARP ARLP Entities, the AHGP Entities and the ARH II Entities, respectively, taking into account prior performance and future expectations. The Proposed Fixed Charges Fee shall also reflect Xxxxxxxxx EnergyAGP’s good faith estimate of the amount of fixed costs allocable to the ARP AHGP Entities and the ARH II Entities. Once approved by the Conflicts Committee board of the Board directors of Directors each of Xxxxxxxxx EnergyMGP, AGP and ARH II, or pursuant to the provisions of Section 2.6, the Proposed Annex A and the Proposed Fixed Charges Fee shall become part of this Agreement and replace the existing Administrative Service Fee Annex A and the Fixed Charges Fee until such time as a new Proposed Annex A and the Proposed Fixed Charges Fee is approved in accordance with the provisions of this Section 2.5 or Section 2.6. In addition, Xxxxxxxxx Energy AGP shall prepare a schedule detailing the variance between the estimated allocation of time spent by its personnel on behalf of each of the ARP ARLP Entities, the AHGP Entities and the ARH II Entities in the past fiscal year (the “Adjusted Administrative Services Fee”) and submit such schedule for approval to the Conflicts Committee board of the Board directors of Directors each of Xxxxxxxxx EnergyMGP, AGP and ARH II. Upon approval by the Conflicts Committee board of the Board directors of Directors each of Xxxxxxxxx EnergyMGP, AGP and ARH II, or pursuant to the provisions of Section 2.6, the difference between the Administrative Services Fee paid and the Adjusted Administrative Services Fee shall be paid by or reimbursed (as applicable by the context) to each Entity within 60 days of the fiscal year end.