Limited Partner Expenses. Except as expressly set forth in this Agreement, each Limited Partner shall bear its own costs, expenses and losses associated with its participation in the Partnership, including its costs, expenses and losses associated with: (i) evaluating, consummating, monitoring and maintaining its investment in the Partnership; (ii) satisfying its obligations under this Agreement; (iii) assessing and responding to requests by the General Partner for consents, approvals, amendments to this Agreement and similar matters; (iv) taxes and other governmental charges; (v) legal, accounting, tax, financial and other professional advice and services; and (vi) compliance with applicable law.
Limited Partner Expenses. Following the funding of the Capital Contributions called pursuant to Section 4.4(a)(i), the Partnership shall reimburse the Limited Partner making the largest capital contribution to the Partnership in excess of $10,000,000 for the expenses it has incurred in connection with its investment in the Partnership, provided, however, that such reimbursement will not exceed $75,000 in the aggregate. The Partnership shall pay up to $50,000 of such reimbursement within five (5) Business Days of written request therefore accompanied by such evidence of such expenses that the General Partner may reasonably Table of Contents request. Any reimbursement amount over $50,000 shall be paid only after the successful completion of the Exchange Offer, and then only after such request is accompanied by evidence of such expenses that the General Partner may reasonably request.
Limited Partner Expenses. Except as expressly (y) set forth in this Agreement (including Section 6.3) or (z) agreed by the General Partner in writing, each Limited Partner shall bear its own costs, expenses and losses associated with its participation in the Partnership, including its costs, expenses and losses associated with: (a) evaluating, consummating, monitoring and maintaining its investment in the Partnership; (b) satisfying its obligations under this Agreement; (c) assessing and responding to requests by the General Partner for consents, approvals, amendments to this Agreement and similar matters; (d) Taxes and other governmental charges; (e) legal, accounting, tax, financial and other professional advice and services; and (f) compliance with applicable law.
Limited Partner Expenses. In the event that the Exchange Offer expires and depositary units constituting at least 51% of the outstanding NGT depositary units are accepted for exchange thereunder, the Partnership shall reimburse the Limited Partner making the largest capital contribution to the Partnership in excess of $10,000,000 for the reasonable out-of pocket expenses it incurs in connection with its investment in the Partnership through the completion of the Second Step Merger, provided, however, that such reimbursement will not exceed $25,000 in the aggregate. The Partnership shall pay any such reimbursement within five (5) business days of written request therefore accompanied by such evidence of such expense that the General Partner may reasonably request. If at the time of any such request the General Partner has already contributed at least $750,000 to the Partnership to pay for Partnership expenses, or to the extent that full payment of such request would result in the General Partner having to contribute in excess of $750,000 to pay for Partnership expenses, then such reimbursement that would require the General Partner to exceed its $750,000 contribution shall be made from cash flow generated by the Partnership, to be paid prior to any expense reimbursement requested or fee earned by the General Partner.
