Reimbursement by Partnership. Subject to and in accordance with the terms and provisions of this Article II and such reasonable allocation and other procedures as may be agreed upon by ETRN and the General Partner from time to time, the Partnership hereby agrees to reimburse ETRN for all direct and indirect costs and expenses incurred by ETRN Entities in connection with the provision of the G&A Services to the Partnership Group, including the following:
(a) any payments or expenses incurred for insurance coverage, including allocable portions of premiums, and negotiated instruments (including surety bonds and performance bonds) provided by underwriters with respect to the Partnership Assets or the business of the Partnership Group;
(b) salaries and related benefits and expenses of personnel employed by the ETRN Entities who render G&A Services to the Partnership Group, plus general and administrative expenses associated with such personnel, including long-term incentive programs; it being agreed that such allocation shall include any withholding and payroll related taxes paid by ETRN or its Affiliates in connection with any long-term incentive plan of the General Partner or the Partnership Group;
(c) any taxes or other direct operating expenses paid by the ETRN Entities for the benefit of the Partnership Group (including any state income, franchise or similar tax paid by the ETRN Entities resulting from the inclusion of the Partnership Group in a combined or consolidated state income, franchise or similar tax report with ETRN as required by applicable law as opposed to the flow through of income attributable to the ETRN Entities’ ownership interest in the Partnership Group), provided, however, that the amount of any such reimbursement shall be limited to the tax that the Partnership Group would have paid had it not been included in a combined or consolidated group with ETRN; and
(d) all expenses and expenditures incurred by the ETRN Entities as a result of the Partnership being a publicly traded entity, including costs associated with annual and quarterly reports, tax return and Schedule K-1 preparation and distribution, independent auditor fees, partnership governance and compliance expenses, registrar and transfer agent fees, legal fees and independent director compensation; it being agreed, however, that to the extent any reimbursable costs or expenses incurred by the ETRN Entities consist of an allocated portion of costs and expenses incurred by the ETRN Entities for the benefit of...
Reimbursement by Partnership. Subject to and in accordance with the terms and provisions of this Article III and such reasonable allocation and other procedures as may be agreed upon by Rice and the General Partner from time to time, the Partnership hereby agrees to reimburse Rice for all direct and indirect costs and expenses incurred by Rice Entities in connection with the provision of the Services to the Partnership Group, including the following:
(a) any payments or expenses incurred for insurance coverage, including allocable portions of premiums, and negotiated instruments (including surety bonds and performance bonds) provided by underwriters with respect to the Partnership Assets or the business of the Partnership Group;
(b) salaries, bonuses and related benefits and expenses of personnel employed by the Rice Entities who render Services to the Partnership Group, plus general and administrative expenses associated with such personnel; provided, however that any expenses paid or reimbursed by the Partnership Group with respect to a plan that is self-insured by any of the Rice Entities will reflect actual costs incurred rather than premiums paid; and
(c) all expenses and expenditures incurred by the Rice Entities as a result of the Partnership becoming and continuing as a publicly traded entity, including costs associated with annual, quarterly and current reporting, tax return and Schedule K-1 preparation and distribution, independent auditor fees, partnership governance and compliance, registrar and transfer agent fees and director compensation; it being agreed, however, that to the extent any reimbursable costs or expenses incurred by the Rice Entities consist of an allocated portion of costs and expenses incurred by the Rice Entities for the benefit of both the Partnership Group and the other Rice Entities, such allocation shall be made on a reasonable cost reimbursement basis as determined by Rice.
Reimbursement by Partnership. (a) Subject to and in accordance with the terms and provisions of this Article IV, the Partnership hereby agrees to pay to GPM a fee not to exceed 2% of the Partnership’s gross profit each year (the “Administrative Fee”) for the provisions of the following Services to the Partnership Group:
(i) any costs incurred in connection with the provision of information technology services; and
(ii) salaries and related benefits and expenses of personnel employed by GPM or its Affiliates (other than the Partnership Group) who render Services to the Partnership Group, plus general and administrative expenses associated with such personnel; it being agreed, however, that such allocation shall not include any costs or expenses attributable to GPM equity compensation awards; it being understood, however, that the Partnership is not obligated to pay the Administrative Fee until the Partnership has earned an aggregate gross profit of at least $55 million during the prior four (4) consecutive quarters.
(b) The Administrative Fee shall be payable by the Partnership to GPM within five (5) days of receipt of a request by GPM for payment of the Administrative Fee and GPM shall have the right to xxxx for such Administrative Fee in a lump sum or in installments. Such request shall include the amount of the Administrative Fee that GPM has determined in its sole discretion is owed to GPM by the Partnership; provided that such Administrative Fee shall not exceed 2% of the Partnership’s gross profit annually and provided, further that GPM shall have the right to offset amounts owed by the Partnership pursuant to the Administrative Fee against any amounts then owed by GPM to the Partnership.
(c) Subject to and in accordance with the terms and provisions of this Article IV and such reasonable allocation and other procedures as may be agreed upon by GPM and the General Partner from time to time, the Partnership hereby agrees to reimburse GPM for all reasonable direct and indirect costs and expenses incurred by GPM or its Affiliates (other than the Partnership Group) in connection with the provision of the Services to the Partnership Group, including the following:
(i) any payments or expenses incurred for insurance coverage and negotiated instruments (including surety bonds and performance bonds) provided by underwriters with respect to the Partnership Assets or the business of the Partnership Group;
(ii) any taxes or other direct expenses paid by GPM or its Affiliates for the benefit ...
Reimbursement by Partnership. (a) Notwithstanding any other provision of this Agreement or the Guaranty Insurance Policy to the contrary, the Partnership shall unconditionally reimburse the Primary Insurer in accordance with clause (b) of this Section 2.01 in an amount equal to the aggregate principal amount of any and all Oil Payments made by the Primary Insurer in respect of a Claim by PMI under the Guaranty Insurance Policy (each such obligation, an "Oil Payment Reimbursement Obligation").
(i) Any and each Oil Payment made by the Primary Insurer in respect of a Claim by PMI under the Guaranty Insurance Policy shall result in a corresponding Oil Payment Reimbursement Obligation of the Partnership in a principal amount equal to the amount of such Oil Payment.
(ii) The Partnership shall repay in full each Oil Payment Reimbursement Obligation to the Primary Insurer on or prior to the date six months after the incurrence of such obligation in accordance with subclause (i) above, provided that any Oil Payment Reimbursement Obligation shall become immediately due and payable if and to the extent funds are available for paying Oil Payment Reimbursement Obligations at any time a withdrawal of funds from Accounts is made in accordance with Section 5.05 or 5.06 of the Common Security Agreement.
