Limitations on Reimbursement. (a) Notwithstanding Section 3.1, the amount that the Exterran Entities are entitled to receive from the Partnership Group pursuant to Section 3.1 for selling, general and administrative costs during any particular quarter commencing with the quarter in which the Transaction is consummated during the Limit Period shall not exceed $7.6 million (the “SG&A Limit”); provided, that with respect to the quarter during which the Transaction is consummated, it means the sum of (i) the product of $6.0 million multiplied by a fraction of which the numerator is the number of days in such period prior to consummation of the Transaction and of which the denominator is 91 or 92 as applicable and (ii) the product of $7.6 million multiplied by a fraction of which the numerator is the number of days in such period on and after consummation of the Transaction and of which the denominator is 91 or 92 as applicable. The SG&A Limit shall be reduced by any cash selling, general and administrative costs incurred directly by the Partnership Group during the applicable period. In the event that during the Limit Period the Partnership Group makes any additional acquisitions of assets or businesses or the business of the Partnership Group otherwise expands after consummation of the Transaction, then the Parties shall negotiate in good faith any appropriate increase in the SG&A Limit in order to account for any adjustments in the nature and extent of the selling, general and administrative services provided by the Exterran Entities to the Partnership Group, with any such increase in the SG&A Limit subject to the approval of the Conflicts Committee.
(b) Notwithstanding Section 3.1, the amount that the Exterran Entities are entitled to receive from the Partnership Group pursuant to Section 3.1 for Cost of Sales during any particular quarter during the Limit Period shall not exceed $21.75 times the Average Horsepower of the Partnership Group during such quarter (the “Cost of Sales Limit”). The Cost of Sales Limit shall be reduced by any Cost of Sales incurred directly by the Partnership Group during the applicable period. In the event that during the Limit Period the Partnership Group makes any additional acquisitions of assets or businesses or the business of the Partnership Group otherwise expands after the Effective Date, then the Parties shall negotiate in good faith any appropriate increase in the Cost of Sales Limit in order to account for any adjustments in the Cost of Sales of the...
Limitations on Reimbursement. (a) The Borrower shall not be required to pay to any Bank reimbursement with regard to any costs or expenses under Section 2.15, 2A.6 or Article 9 incurred more than 90 days prior to the date of the relevant Bank's demand therefor.
(b) None of the Banks shall be permitted to pass through to the Borrower charges and costs under Section 2.15 or 2A.6 or Article 9 on a discriminatory basis (i.e., which are not also passed through by such Bank to other customers of such Bank similarly situated where such customer is subject to documents providing for such pass through).
(c) If the obligation of any Bank to make a Eurodollar Loan has been suspended under Section 9.2 or 9.5 for more than three consecutive months, or any Bank has requested compensation under Section 2.15 or 9.3, then the Borrower, provided no Default exists, shall have the right, subject to the Administrative Agent's prior written consent (such consent not to be unreasonably withheld) and in accordance with Section 11.6(c), to substitute a financial institution for such Bank. Such substitution shall result in such financial institution acquiring such Bank's rights, duties and obligations hereunder and assuming such Bank's Commitment hereunder. Upon such acquisition and assumption, the obligations of the Bank subject thereto shall be discharged, such Bank's Commitment shall be reduced to zero, and such Bank shall cease to be obligated to make further Loans.
Limitations on Reimbursement. (a) The Borrower shall not be required to pay to any Bank reimbursement with regard to any costs or expenses under Section 2.15 or Article 8 incurred more than 90 days prior to the date of the relevant Bank’s demand therefore; provided that if the event giving rise to such claim is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect.
(b) None of the Banks shall be permitted to pass through to the Borrower charges and costs under Section 2.15 or Article 8 on a discriminatory basis (i.e., which are not also passed through by such Bank to other customers of such Bank similarly situated where such customer is subject to documents providing for such pass through).
(c) If the obligation of any Bank to make a Euro-Dollar Loan has been suspended under Section 8.2 or 8.5 for more than three consecutive months, or any Bank has requested compensation under Section 2.15 or 8.3, then the Borrower, provided no Default exists, shall have the right, subject to the Administrative Agent’s prior written consent (such consent not to be unreasonably withheld) and in accordance with Section 10.6(c), to substitute an Eligible Transferee for such Bank. Such substitution shall result in such Eligible Transferee acquiring such Bank’s rights, duties and obligations hereunder and assuming such Bank’s Loan hereunder in accordance with Section 10.6.
Limitations on Reimbursement. (a) The Borrower shall not be required to pay to any Bank reimbursement with regard to any costs or expenses under Section 2A.6 or Article 8 incurred more than ninety (90) days prior to the date of the relevant Bank’s demand therefor; provided that if the event giving rise to such claim is retroactive, then the 90‑day period referred to above shall be extended to include the period of retroactive effect.
(b) None of the Banks shall be permitted to pass through to the Borrower charges and costs under Section 2A.6 or Article 8 on a discriminatory basis (i.e., which are not also passed through by such Bank to other customers of such Bank similarly situated where such customer is subject to documents providing for such pass through).
(c) If the obligation of any Bank to make a Daily Simple SOFR Loan or Term SOFR Loan has been suspended under Section 8.2 or 8.5 for more than three consecutive months, or any Bank has requested compensation under Section 8.3, then the Borrower, provided no Default exists, shall have the right to replace such Bank in accordance with Section 8.7.
Limitations on Reimbursement. (a) Notwithstanding Section 3.1, the amount that the Exterran Entities are entitled to receive from the Partnership Group pursuant to Section 3.1 for selling, general and administrative costs during any particular quarter commencing with the quarter ending September 30, 2007 during the Limit Period shall not exceed $4.75 million (the “SG&A Limit”); provided, that with respect to the quarter ending September 30, 2007, it means $2.12 million. The SG&A Limit shall be reduced by any cash selling, general and administrative costs incurred directly by the Partnership Group during the applicable period. In the event that during the Limit Period the Partnership Group makes any additional acquisitions of assets or businesses or the businesses or the business of the Partnership Group otherwise expands after the date hereof, then the Parties shall negotiate in good faith any appropriate increase in the SG&A Limit in order to account for any adjustments in the nature and extent of the selling, general and administrative services provided by the Exterran Entities to the Partnership Group, with any such increase in the SG&A Limit subject to the approval of the Conflicts Committee
(b) Notwithstanding Section 3.1, the amount that the Exterran Entities are entitled to receive from the Partnership Group pursuant to Section 3.1 for Cost of Sales during any particular quarter during the Limit Period shall not exceed $18.00 times the Average Horsepower of the Partnership Group during such quarter (the “Cost of Sales Limit”). The Cost of Sales Limit shall be reduced by any Cost of Sales incurred directly by the Partnership Group during the applicable period. In the event that during the Limit Period the Partnership Group makes any additional acquisitions of assets or businesses or the business of the Partnership Group otherwise expands after the date hereof, then the Parties shall negotiate in good faith any appropriate increase in the Cost of Sales Limit in order to account for any adjustments in the Cost of Sales of the Partnership Group (on a per horsepower basis) as a result of such acquisition or expansion, with any such increase in the Cost of Sales Limit subject to the approval of the Conflicts Committee.
Limitations on Reimbursement. The General Partners and their Affiliates shall not be reimbursed by the Partnership for the following expenses:
10.2.1 services for which the General Partners or their Affiliates are entitled to compensation in the form of a separate fee pursuant to Article 9 hereof;
10.2.2 rent, depreciation, utilities or other administrative items generally constituting overhead;
10.2.3 Organization and Offering Expenses in excess of 3% of the Gross Proceeds;
10.2.4 salaries, fringe benefits, travel expenses or other administrative items incurred by or allocated to any controlling person of the General Partners or their Affiliates; for purposes of this subparagraph, "controlling person" shall mean:
Limitations on Reimbursement. If DigiCert breaches the warranty made in Section 3.1, if you meet the requirements in Section 3.2, and if you are in compliance with this agreement, then DigiCert will reimburse you for the actual unreimbursed unauthorized charge up to a maximum of the lesser of (i) the amount of the unauthorized charge, (ii) $1,000 U.S. per claim, (iii) $10,000 in aggregate for all transactions conducted by you or, if applicable, your affiliates, and (iv) $1,000,000 aggregate for all Relying Parties (“Aggregate Limit”). DigiCert administers all claims on a first-come, first-serve basis. Your reliance on multiple products and services used on the same website are mutually exclusive, (i.e. you may not make a warranty claim for both a Site Seal and Certificate used on the same site or with the same transaction). Payments made to you or another Relying Party by DigiCert will decrease the amount available under the Aggregate Limit to all other Relying Parties. If the Aggregate Limit is met, then you waive DigiCert of any liability for all remaining unreimbursed unauthorized charges, regardless of whether any amount was actually paid to you.
Limitations on Reimbursement. (a) The amount for which DEFS shall be entitled to reimbursement from the Partnership Group pursuant to Section 3.1(b) for general and administrative expenses shall not exceed $4.8 million in the aggregate in the first year following the date of this Agreement (the “G&A Expenses Limit”). Thereafter, the G&A Expenses Limit shall be increased annually over the next two years by the percentage increase in the Consumer Price Index – All Urban Consumers, U.S. City Average, Not Seasonally Adjusted for the applicable year. In the event that the Partnership Group makes any acquisitions of assets or businesses or the business of the Partnership Group otherwise expands during the first three years following the date of this Agreement, then the G&A Expenses Limit shall be appropriately increased in order to account for adjustments in the nature and extent of the general and administrative services by DEFS to the Partnership Group, with any such increase in the G&A Expense Limit subject to the approval of the Conflicts Committee. After the third anniversary of the date of this Agreement, the General Partner will determine the amount of general and administrative expenses that will be properly allocated to the Partnership in accordance with the terms of the Partnership Agreement.
(b) The obligation of the Partnership Group to reimburse DEFS and its Subsidiaries pursuant to Section 3.2 shall not be subject to any monetary limitation.
Limitations on Reimbursement. Vendor acknowledges it is being retained because of its expertise. Accordingly, Vendor will not request payment or reimbursement for time spent educating Vendor Personnel or for any fees or charges associated with training Vendor Personnel (including time required for orientation of replacement Vendor Personnel). Vendor will not request payment for any fees or charges reflecting duplication of services or costs (including more than one of Vendor Personnel attending the same meeting, or conversations among Vendor Personnel), unless duplication is essential for Vendor’s proper performance of the Professional Services. Further, Vendor will not be reimbursed for fees or charges incurred for or by its support staff, for any overhead items, or for the time spent preparing invoices.
Limitations on Reimbursement. Bancorp's obligation to reimburse Holdings and repay Expenses is subject to the following conditions:
(a) Bancorp shall be required to pay Expenses up to an aggregate of $775,000 under this Agreement; and
(b) In all events, Bancorp's obligation to reimburse Expenses under this Agreement becomes due and payable only if Bancorp receives proceeds exceeding an aggregate of $4,000,000 under the Offering prior to September 30, 2004.
