Common use of Compensation and Reimbursement of Partners Clause in Contracts

Compensation and Reimbursement of Partners. (a) In accordance with the Management Agreement to be entered into between the General Partner and the Partnership (the “Management Agreement”), the General Partner will be entitled to receive a management fee from the Partnership as provided in the Management Agreement. The General Partner shall not be entitled to any other payments or compensation except as expressly set forth in this Agreement, the Management Agreement, the management agreement between OpCo and EEC, or as otherwise approved by the Board of Directors. (b) The General Partner shall be reimbursed for all costs related to the Partnership incurred by it or its Affiliates to the extent that any such costs are not paid directly by the Partnership, provided, that such costs were approved by the Board of Directors. The General Partner shall be reimbursed on a monthly basis, or such other reasonable basis as the General Partner may determine in its sole discretion for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership and approved by the Board of Directors (including salary, bonus, incentive compensation and other amounts paid to any Person including Affiliates of the General Partner to perform services for the Partnership or for the General Partner in the discharge of its duties to the Partnership), and (ii) all other necessary or appropriate expenses allocable to the Partnership or otherwise reasonably incurred by the General Partner in connection with operating the Partnership’s business and approved by the Board of Directors (including expenses allocated to the General Partner by its Affiliates). Reimbursements pursuant to this Section 6.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 6.7. The General Partner may elect to defer its receipt of all or any portion of its reimbursement from the Partnership in the event that the Partnership does not have adequate cash available or for any other reason, provided that no such deferral shall affect the right of the General Partner to receive such reimbursement on demand at any future time or the Partnership’s obligation to pay such reimbursement at such time.

Compensation and Reimbursement of Partners. (a) In accordance with the Management Agreement to be entered into between the General Partner and the Partnership (the “"Management Agreement”"), the General Partner will be entitled to receive a management fee from the Partnership as provided in the Management Agreement. The General Partner shall not be entitled to any other payments or compensation except as expressly set forth in this Agreement, the Management Agreement, the management agreement between OpCo and EEC, or as otherwise approved by the Board of Directors. (b) The General Partner shall be reimbursed for all costs related to the Partnership incurred by it or its Affiliates to the extent that any such costs are not paid directly by the Partnership, provided, that such costs were approved by the Board of Directors. The General Partner shall be reimbursed on a monthly basis, or such other reasonable basis as the General Partner may determine in its sole discretion for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership and approved by the Board of Directors (including salary, bonus, incentive compensation and other amounts paid to any Person including Affiliates of the General Partner to perform services for the Partnership or for the General Partner in the discharge of its duties to the Partnership), and (ii) all other necessary or appropriate expenses allocable to the Partnership or otherwise reasonably incurred by the General Partner in connection with operating the Partnership’s 's business and approved by the Board of Directors (including expenses allocated to the General Partner by its Affiliates). Reimbursements pursuant to this Section 6.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 6.7. The General Partner may elect to defer its receipt of all or any portion of its reimbursement from the Partnership in the event that the Partnership does not have adequate cash available or for any other reason, provided that no such deferral shall affect the right of the General Partner to receive such reimbursement on demand at any future time or the Partnership’s 's obligation to pay such reimbursement at such time.