Common use of Operating Company Expenses Clause in Contracts

Operating Company Expenses. (a) Each Operating Company shall bear and be charged with the following costs and expenses of such Operating Company paid or payable to third parties (and shall promptly reimburse the Managing General Partner or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid to third parties directly by such entities) (the “Operating Company Expenses”): (i) fees and expenses for attorneys and accountants; (ii) all reasonable out-of-pocket costs and expenses, if any, incurred by such Operating Company in acquiring, developing, negotiating, structuring, improving, and disposing of Investments or potential Investments, including any financing, legal, accounting, advisory and consulting expenses in connection therewith (to the extent not subject to any reimbursement of such costs and expenses by entities in which the Partnership invests or other third parties); (iii) brokerage commissions, custodial expenses and other investment costs actually incurred in connection with actual Investments; (iv) the costs of any litigation, D&O liability or other insurance and indemnification or extraordinary expense or liability relating to the affairs of such Operating Company (or, to the extent such expenses are paid by the Partnership pursuant to clause (iii) of Section 7.4(a), an allocable share of such expenses shall be charged to such Operating Company by the Partnership); (v) expenses of liquidating such Operating Company; (vi) any taxes, fees or other governmental charges levied against such Operating Company and all expenses incurred in connection with any tax audit, investigation, settlement or review of such Operating Company; and (vii) a reasonably allocable share (as determined by the Managing General Partner) of the out-of-pocket expenses of the members of the Advisory Committee paid by the Partnership pursuant to clause (vi) of Section 7.4(a). (b) Operating Company Expenses may be allocated among an Operating Company’s Investments in a manner reasonably determined by such Operating Company. Partners may be required to make Capital Contributions to the extent of their Unfunded Commitments to enable the Partnership to provide funds to any Operating Company to pay Operating Company Expenses to the extent that such Operating Company does not have sufficient funds to pay such expenses. (c) Any amounts paid by the Partnership for or resulting from any instrument or other arrangement designed to hedge or reduce one or more risks associated with an Investment shall be considered a Partnership Expense relating to such Investment. Any distributions resulting from any such arrangements shall be treated as Operating Cash Flow from such Investment. (d) The Managing General Partner may withhold on a pro rata basis from any distributions amounts necessary to create, in its sole discretion, appropriate reserves for expenses (including Acquisition Fees) and liabilities, contingent or otherwise, of the Partnership, and may withhold from distributions otherwise payable to any Limited Partner amounts necessary to pay any unpaid amounts of any Asset Management Fee payable by such Limited Partner (in which case any such withheld distributions shall be deemed to have been made to such Limited Partner for all purposes under this Agreement).

Operating Company Expenses. (a) Each Operating Company shall bear and be charged with the following costs and expenses of such Operating Company paid or payable to third parties (and shall promptly reimburse the Managing General Partner or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid to third parties directly by such entities) (the “Operating Company Expenses”): (i) fees and expenses for attorneys and accountants; (ii) all reasonable out-of-pocket costs and expenses, if any, incurred by such Operating Company in acquiring, developing, negotiating, structuring, improving, and disposing of Investments or potential actual Investments, including any financing, legal, accounting, advisory and consulting expenses in connection therewith (to the extent not subject to any reimbursement of such costs and expenses by entities in which the Partnership invests or other third parties); (iii) brokerage commissions, custodial expenses and other investment costs actually incurred in connection with actual Investments; (iv) the costs of any litigation, D&O liability or other insurance and indemnification or extraordinary expense or liability relating to the affairs of such Operating Company (or, to the extent such expenses are paid by the Partnership pursuant to clause (iii) of Section 7.4(a), an allocable share of such expenses shall be charged to such Operating Company by the Partnership); (v) expenses of liquidating such Operating Company; (vi) any taxes, fees or other governmental charges levied against such Operating Company and all expenses incurred in connection with any tax audit, investigation, settlement or review of such Operating Company; and (vii) a reasonably allocable share (as determined by the Managing General Partner) of the out-of-pocket expenses of the members of the Advisory Committee paid by the Partnership pursuant to clause (vi) of Section 7.4(a). (b) Operating Company Expenses may be allocated among an Operating Company’s Investments in a manner reasonably determined by such Operating Company. Partners may be required to make Capital Contributions to the extent of their Unfunded Commitments to enable the Partnership to provide funds to any Operating Company to pay Operating Company Expenses to the extent that such Operating Company does not have sufficient funds to pay such expenses. (c) Any amounts paid by the Partnership for or resulting from any instrument or other arrangement designed to hedge or reduce one or more risks associated with an Investment shall be considered a Partnership Expense relating to such Investment. Any distributions resulting from any such arrangements shall be treated as Operating Cash Flow from such Investment. (d) The Managing General Partner may withhold on a pro rata basis from any distributions amounts necessary to create, in its sole discretion, appropriate reserves for expenses (including Acquisition Fees) and liabilities, contingent or otherwise, of the Partnership, and may withhold from distributions otherwise payable to any Limited Partner amounts necessary to pay any unpaid amounts of any Asset Management Fee payable by such Limited Partner (in which case any such withheld distributions shall be deemed to have been made to such Limited Partner for all purposes under this Agreement).

Operating Company Expenses. (a) Each Operating Company shall bear and be charged with the following costs and expenses of such Operating Company paid or payable to third parties (and shall promptly reimburse the Managing General Partner or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid to third parties directly by such entities) (the “Operating Company Expenses”): (ia) fees and expenses for attorneys and accountants; (iib) all reasonable out-of-pocket costs and expenses, if any, incurred by such Operating Company in acquiring, developing, negotiating, structuring, improving, and disposing of Investments or potential Investments, including any financing, legal, accounting, advisory and consulting expenses in connection therewith (to the extent not subject to any reimbursement of such costs and expenses by entities in which the Partnership invests or other third parties); (iiic) brokerage commissions, custodial expenses and other investment costs actually incurred in connection with actual Investments; (ivd) the costs of any litigation, D&O liability or other insurance and indemnification or extraordinary expense or liability relating to the affairs of such Operating Company (or, to the extent such expenses are paid by the Partnership pursuant to clause (iii) of Section 7.4(a), an allocable share of such expenses shall be charged to such Operating Company by the Partnership); (ve) expenses of liquidating such Operating Company; (vif) any taxes, fees or other governmental charges levied against such Operating Company and all expenses incurred in connection with any tax audit, investigation, settlement or review of such Operating Company; and (viig) a reasonably allocable share (as determined by the Managing General Partner) of the out-of-pocket expenses of the members of the Advisory Committee paid by the Partnership pursuant to clause (vi) of Section 7.4(a). (b) Operating Company Expenses may be allocated among an Operating Company’s Investments in a manner reasonably determined by such Operating Company. Partners may be required to make Capital Contributions to the extent of their Unfunded Commitments to enable the Partnership to provide funds to any Operating Company to pay Operating Company Expenses to the extent that such Operating Company does not have sufficient funds to pay such expenses. (c) Any amounts paid by the Partnership for or resulting from any instrument or other arrangement designed to hedge or reduce one or more risks associated with an Investment shall be considered a Partnership Expense relating to such Investment. Any distributions resulting from any such arrangements shall be treated as Operating Cash Flow from such Investment. (d) The Managing General Partner may withhold on a pro rata basis from any distributions amounts necessary to create, in its sole discretion, appropriate reserves for expenses (including Acquisition Fees) and liabilities, contingent or otherwise, of the Partnership, and may withhold from distributions otherwise payable to any Limited Partner amounts necessary to pay any unpaid amounts of any Asset Management Fee payable by such Limited Partner (in which case any such withheld distributions shall be deemed to have been made to such Limited Partner for all purposes under this Agreement).