Common use of Reimbursement by Partnership Clause in Contracts

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 both the Partnership Group and the other ETRN Entities, such allocation shall be made on a reasonable cost reimbursement basis as determined by ETRN.

Reimbursement by Partnership. Subject to and in accordance with the terms and provisions of this Article II IV and such reasonable allocation and other procedures as may be agreed upon by ETRN NRGY GP and the General Partner from time to time, the Partnership hereby agrees to reimburse ETRN NRGY GP for all reasonable direct and indirect costs and expenses incurred by ETRN Entities NRGY GP or its Affiliates (other than the Partnership Group) 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, 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; (b) any costs incurred in connection with the provision of information technology services; (c) salaries and related benefits and expenses of personnel employed by NRGY GP or its Affiliates (other than the ETRN Entities Partnership Group) 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 agreed, however, that such allocation shall not include any withholding and payroll related taxes paid by ETRN costs or its Affiliates in connection with any long-term incentive plan of the General Partner or the Partnership Groupexpenses attributable to NRGY equity compensation awards; (cd) any taxes or other direct operating expenses paid by the ETRN Entities NRGY GP or its Affiliates 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 (de) all expenses and expenditures incurred by the ETRN Entities NRGY GP or its Affiliates as a result of the Partnership being becoming and continuing as 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 expensescompliance, 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 NRGY GP or its Affiliates consist of an allocated portion of costs and expenses incurred by the ETRN Entities NRGY GP or its Affiliates for the benefit of both the Partnership Group and the other ETRN EntitiesAffiliates of NRGY, such allocation shall be made on a reasonable cost reimbursement basis as determined by ETRNNRGY GP.

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 both the Partnership Group and the other ETRN Entities, such allocation shall be made on a reasonable cost reimbursement basis as determined by ETRN.

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 EQT and the General Partner from time to time, the Partnership hereby agrees to reimburse ETRN EQT for all direct and indirect costs and expenses incurred by ETRN EQT 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 EQT 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 EQT 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 EQT Entities for the benefit of the Partnership Group (including any state income, franchise or similar tax paid by the ETRN EQT Entities resulting from the inclusion of the Partnership Group in a combined or consolidated state income, franchise or similar tax report with ETRN EQT as required by applicable law as opposed to the flow through of income attributable to the ETRN EQT 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 ETRNEQT; and (d) all expenses and expenditures incurred by the ETRN EQT Entities as a result of the Partnership being becoming and continuing as 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 EQT Entities consist of an allocated portion of costs and expenses incurred by the ETRN EQT Entities for the benefit of both the Partnership Group and the other ETRN EQT Entities, such allocation shall be made on a reasonable cost reimbursement basis as determined by ETRNEQT.

Reimbursement by Partnership. Subject to and in accordance with the terms and provisions of this Article II IV and such reasonable allocation and other procedures as may be agreed upon by ETRN EQT and the General Partner from time to time, the Partnership hereby agrees to reimburse ETRN EQT for all direct and indirect costs and expenses incurred by ETRN EQT 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 EQT Entities who render G&A Services to the Partnership Group, plus general and administrative expenses associated with such personnel; it being agreed, including however, that such allocation (i) shall not include any costs or expenses attributable to EQT’s long-term incentive programs; it being agreed that such allocation programs other than awards which are granted pursuant to the long-term incentive programs of both (A) EQT and (B) the General Partner or the Partnership Group, and (ii) shall include any withholding and payroll related taxes paid by ETRN EQT 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 EQT Entities for the benefit of the Partnership Group (including any state income, franchise or similar tax paid by the ETRN EQT Entities resulting from the inclusion of the Partnership Group in a combined or consolidated state income, franchise or similar tax report with ETRN EQT as required by applicable law as opposed to the flow through of income attributable to the ETRN EQT 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 ETRNEQT; and (d) all expenses and expenditures incurred by the ETRN EQT Entities as a result of the Partnership being becoming and continuing as 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 expensescompliance, 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 EQT Entities consist of an allocated portion of costs and expenses incurred by the ETRN EQT Entities for the benefit of both the Partnership Group and the other ETRN EQT Entities, such allocation shall be made on a reasonable cost reimbursement basis as determined by ETRNEQT.

Reimbursement by Partnership. Subject to and in accordance with the terms and provisions of this Article II III and such reasonable allocation and other procedures as may be agreed upon by ETRN the Sponsor and the General Partner from time to time, the Partnership hereby agrees to reimburse ETRN the Sponsor Entities for all direct and indirect costs and expenses incurred by ETRN the Sponsor Entities in connection with the provision of the G&A SG&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) an allocated portion of salaries and related benefits (including 401(k), pension, bonuses and health insurance benefits) and expenses of personnel employed by the ETRN Sponsor Entities who render G&A SG&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 Sponsor Entities for the benefit of the Partnership Group (including any state income, franchise or similar tax paid by the ETRN Sponsor Entities resulting from the inclusion of the Partnership Group in a combined or consolidated state income, franchise or similar tax report with ETRN the Sponsor Entities as required by applicable law as opposed to the flow through of income attributable to the ETRN Sponsor 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 ETRNthe Sponsor Entities; and (d) all expenses and expenditures incurred by the ETRN Sponsor Entities as a result of the Partnership being becoming and continuing as 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 expensescompliance, 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 Sponsor Entities consist of an allocated portion of costs and expenses incurred by the ETRN Sponsor Entities for the benefit of both the Partnership Group and the other ETRN Sponsor Entities, such allocation shall be made on a reasonable cost reimbursement basis as determined by ETRNthe Sponsor. (e) The Partnership shall pay (i) all fees, commissions and other costs in connection with the MLP Credit Agreement and its proportionate share (as a partner of OCI Wyoming, L.P.) of fees, commissions and other costs in connection with the Opco Credit Agreement to the extent such costs are not borne by OCI Wyoming, L.P., including amounts due at or in connection with the execution or closing of the MLP Credit Agreement and the Opco Credit Agreement and all ongoing fees, and (ii) all fees, commissions and issuance costs due in connection with any future debt financing arrangements entered into for the purpose of replacing the MLP Credit Agreement and its proportionate share (as a partner of OCI Wyoming, L.P.) of fees, commissions and other costs in connection with any future debt financing arrangements entered into for the purpose of replacing the Opco Credit Agreement to the extent such costs are not borne by OCI Wyoming, L.P.

Reimbursement by Partnership. (a) Subject to and in accordance with the terms and provisions of this Article II IV, the Partnership hereby agrees to pay to GPM a fixed fee of $500,000 annually (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 Administrative Fee may be adjusted by GPM or the General Partner, subject to the approval of the Conflicts Committee, once the Partnership has earned an aggregate Adjusted EBITDA (as such metric is defined in the Registration Statement) of $30,000,000 or more for four consecutive quarters following the quarter ending , 2016. (b) 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 ETRN GPM and the General Partner from time to time, the Partnership hereby agrees to reimburse ETRN GPM for all reasonable direct and indirect costs and expenses incurred by ETRN Entities GPM or its Affiliates (other than the Partnership Group) in connection with the provision of the G&A Services to the Partnership Group, including the following: (ai) any payments or expenses incurred for insurance coverage, including allocable portions of premiums, 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; (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; (cii) any taxes or other direct operating expenses paid by the ETRN Entities GPM or its Affiliates 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 (diii) all expenses and expenditures incurred by the ETRN Entities GPM or its Affiliates as a result of the Partnership being becoming and continuing as a publicly traded entity, including costs associated with annual and quarterly reports, tax return and Schedule K-1 preparation and distribution, independent auditor fees, investor relations activities, Xxxxxxxx-Xxxxx Act compliance, stock exchange listing, partnership governance and compliance expensescompliance, registrar and transfer agent fees, legal fees fees, incremental director and officer liability insurance and independent director compensation; it being agreed, however, that to the extent any reimbursable costs or expenses incurred by the ETRN Entities GPM or its Affiliates consist of an allocated portion of costs and expenses incurred by the ETRN Entities GPM or its Affiliates for the benefit of both the Partnership Group and the other ETRN EntitiesAffiliates of GPM, such allocation shall be made on a reasonable cost reimbursement basis as determined by ETRNGPM.

Reimbursement by Partnership. Subject to and in accordance with the terms and provisions of this Article II IV and such reasonable allocation and other procedures as may be agreed upon by ETRN SHC and the General Partner from time to time, the Partnership hereby agrees to reimburse ETRN SHC for all reasonable direct and indirect costs and expenses incurred by ETRN Entities SHC or its Affiliates (other than the Partnership Group) 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, 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; (b) any costs incurred in connection with the provision of information technology services; (c) salaries and related benefits and expenses of personnel employed by SHC or its Affiliates (other than the ETRN Entities Partnership Group) 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 agreed, however, that such allocation shall not include any withholding and payroll related taxes paid by ETRN costs or its Affiliates in connection with any long-term incentive plan of the General Partner or the Partnership Groupexpenses attributable to SHC equity compensation awards; (cd) any taxes or other direct operating expenses paid by the ETRN Entities SHC or its Affiliates 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 (de) all expenses and expenditures incurred by the ETRN Entities SHC or its Affiliates as a result of the Partnership being becoming and continuing as 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 expensescompliance, 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 SHC or its Affiliates consist of an allocated portion of costs and expenses incurred by the ETRN Entities SHC or its Affiliates for the benefit of both the Partnership Group and the other ETRN EntitiesAffiliates of SHC, such allocation shall be made on a reasonable cost reimbursement basis as determined by ETRNSHC.

Reimbursement by Partnership. Subject to and in accordance with the terms and provisions of this Article II III and such reasonable allocation and other procedures as may be agreed upon by ETRN EQT and the General Partner from time to time, the Partnership hereby agrees to reimburse ETRN EQT, and any other EQT Entities designated by EQT, for all direct and indirect costs and expenses incurred by ETRN the EQT 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 salaries, bonuses and related benefits and expenses of personnel employed by the ETRN EQT 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 expenses paid or reimbursed by the Partnership Group would have paid had it not been included in with respect to a combined or consolidated group with ETRNplan that is self-insured by any of the EQT Entities will reflect actual costs incurred rather than premiums paid; and (dc) all expenses and expenditures incurred by the ETRN EQT Entities as a result of the Partnership being becoming and continuing as a publicly traded entity, including costs associated with annual annual, quarterly and quarterly reportscurrent reporting, tax return and Schedule K-1 preparation and distribution, independent auditor fees, partnership governance and compliance expensescompliance, 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 EQT Entities consist of an allocated portion of costs and expenses incurred by the ETRN EQT Entities for the benefit of both the Partnership Group and the other ETRN EQT Entities, such allocation shall be made on a reasonable cost reimbursement basis as determined by ETRNEQT.