Common use of Permitted Overruns Clause in Contracts

Permitted Overruns. Manager agrees to use its commercially reasonable efforts to conduct its activities and operations in accordance with the Approved Budget, if any, it being understood and agreed by the Parties that the Approved Budget is to be used as a guideline in conducting activities and operations and not as a limit on amounts payable to or by Manager hereunder; provided, however, that notwithstanding anything herein to the contrary, in no event shall Manager or any of its Affiliates be required to modify their respective method or manner of providing Services (including its method of allocating resources or employees) or reduce or modify the level of management and general and administrative support Services provided hereunder and whenever any provision of this Agreement or Approved Budget permits Manager to make an expenditure or conduct a Development Activity or other operation, or Manager is authorized under this Agreement or otherwise to take any action or to perform a Service, Manager will be permitted to make such expenditure, conduct such Development Activity or other operation, take such action or perform such Service notwithstanding that there is no Approved Budget for the relevant period (or no budgeted amounts therefor) or the aggregate or any individual expenditures during any Approved Budget period exceed the amount(s) set forth in the Approved Budget for such period for such Development Activity or other operation, action or Service, and Company shall be responsible for all costs and expenses associated therewith (including with respect to costs and expenses associated with Emergencies) in accordance with Section 5(b), subject to the provisions of Section 8; provided, further, that notwithstanding anything herein to the contrary, Manager, SOG and their other Affiliates shall maintain sole and complete discretion with respect to the retention and dismissal of their respective employees, utilization of such employees to perform Services, and compensation determinations with respect to such employees and, to the extent any related costs and expenses are Overhead Costs, Company shall be responsible therefor in accordance with Section 5(b), subject to the provisions of Section 8. For the avoidance of doubt, in no event shall Company be entitled to challenge or dispute any amounts payable hereunder on the grounds that Manager has not complied with this Section 3(h)(iii), unless any amount results from any Development Activities or operations on Company’s behalf (other than Emergencies, the general and administrative Services under this Agreement, and Development Activities and operations in accordance with the Approved Budget) that Company timely directed Manager in writing not to perform or cause to be performed (to the extent within Manager’s control), and such direction would not be in conflict with or cause Manager, an Affiliate of Manager, Company or any Subsidiary to violate or breach any Legal Requirement or contract to which Manager, an Affiliate of Manager, Company or any Subsidiary is a party or under which Manager or its Affiliates may be liable.

Permitted Overruns. Manager agrees to use its commercially reasonable efforts to conduct its activities and operations in accordance with the Approved Budget, if any, it being understood and agreed by the Parties that the Approved Budget is to be used as a guideline in conducting activities and operations and not as a limit on amounts payable to or by Manager hereunder; provided, however, that notwithstanding anything herein to the contrary, in no event shall Manager or any of its Affiliates be required to modify their respective method or manner of providing Services (including its method of allocating resources or employees) or reduce or modify the level of management and general and administrative support Services provided hereunder and whenever any provision of this Agreement or Approved Budget permits Manager to make an expenditure or conduct a Development Activity or other operation, or Manager is authorized under this Agreement or otherwise to take any action or to perform a Service, Manager will be permitted to make such expenditure, conduct such Development Activity or other operation, take such action or perform such 16 WEST 203985161 v31 Service notwithstanding that there is no Approved Budget for the relevant period (or no budgeted amounts therefor) or the aggregate or any individual expenditures during any Approved Budget period exceed the amount(s) set forth in the Approved Budget for such period for such Development Activity or other operation, action or Service, and Company shall be responsible for all costs and expenses associated therewith (including with respect to costs and expenses associated with Emergencies) in accordance with Section 5(b6(b), subject to the provisions of Section 89; provided, further, that notwithstanding anything herein to the contrary, Manager, SOG and their other Affiliates shall maintain sole and complete discretion with respect to the retention and dismissal of their respective employees, utilization of such employees to perform Services, and compensation determinations with respect to such employees and, to the extent any related costs and expenses are Overhead Costs, Company shall be responsible therefor in accordance with Section 5(b6(b), subject to the provisions of Section 89. For the avoidance of doubt, in no event shall Company be entitled to challenge or dispute any amounts payable hereunder on the grounds that Manager has not complied with this Section 3(h)(iii4(h)(iii), unless any amount results from any Development Activities or operations on Company’s behalf (other than Emergencies, the general and administrative Services under this Agreement, and Development Activities and operations in accordance with the Approved Budget) that Company timely directed Manager in writing not to perform or cause to be performed (to the extent within Manager’s control), and such direction would not be in conflict with or cause Manager, an Affiliate of Manager, Company or any Subsidiary to violate or breach any Legal Requirement or contract to which Manager, an Affiliate of Manager, Company or any Subsidiary is a party or under which Manager or its Affiliates may be liable.