Reimbursement for Direct Expenses. (a) The Partnership Group hereby agrees to reimburse the General Partner and its Affiliates for all direct expenses and expenditures, other than costs allocated pursuant to Section 3.1, they incur or payments they make on behalf of the Partnership Group, including, but not limited to, (i) salaries of personnel performing services on the Partnership Group’s behalf, the cost of employee benefits for such personnel and general and administrative expense associated with such personnel, (ii) capital expenditures, (iii) maintenance and repair costs, (iv) taxes and (v) direct expenses, including operating expenses and certain allocated operating expenses, associated with the ownership and operation of the Partnership’s assets; provided, that any allocated operating expenses shall be consistent in nature and quality to the services of such type previously provided by Spectra in connection with its management and operation of the Partnership’s assets prior to their acquisition by the Partnership. (b) The Partnership Group hereby agrees to reimburse the General Partner and its Affiliates for all expenses and expenditures they incur or payments they make as a result of the Partnership becoming and continuing as a publicly traded entity, including, but not limited to, costs associated with annual and quarterly reports, tax return and Schedule K-1 preparation and distribution, independent auditor fees, partnership governance and compliance, registrar and transfer agent fees, legal fees and independent director compensation. (c) The obligation of the Partnership Group to reimburse the General Partner and its Affiliates pursuant to this Section 3.2 shall not be subject to any monetary limitation.
Appears in 4 contracts
Samples: Contribution Agreement, Omnibus Agreement, Omnibus Agreement (Spectra Energy Partners, LP)
Reimbursement for Direct Expenses. (a) The Partnership Group hereby agrees to reimburse the General Partner and its Affiliates for all direct expenses and expenditures, other than costs allocated pursuant to Section 3.1, they incur or payments they make on behalf of the Partnership Group, including, but not limited to, (i) salaries of personnel performing services on the Partnership Group’s behalf, the cost of employee benefits for such personnel and general and administrative expense associated with such personnel, (ii) capital expenditures, (iii) maintenance and repair costs, (iv) taxes and (v) direct expenses, including operating expenses and certain allocated operating expenses, associated with the ownership and operation of the Partnership’s assets; provided, that any allocated operating expenses shall be consistent in nature and quality to the services of such type previously provided by Spectra in connection with its management and operation of the Partnership’s assets prior to their acquisition by the PartnershipEffective Date.
(b) The Partnership Group hereby agrees to reimburse the General Partner and its Affiliates for all expenses and expenditures they incur or payments they make as a result of the Partnership becoming and continuing as a publicly traded entity, including, but not limited to, costs associated with annual and quarterly reports, tax return and Schedule K-1 preparation and distribution, independent auditor fees, partnership governance and compliance, registrar and transfer agent fees, legal fees and independent director compensation.
(c) The obligation of the Partnership Group to reimburse the General Partner and its Affiliates pursuant to this Section 3.2 shall not be subject to any monetary limitation.
Appears in 2 contracts
Samples: Contribution Agreement (Spectra Energy Corp.), Contribution Agreement
Reimbursement for Direct Expenses. (a) The Partnership Group hereby agrees to reimburse the General Partner Spectra and its Affiliates for all direct expenses and expenditures, other than costs allocated pursuant to Section 3.1, they incur or payments they make on behalf of the Partnership Group, including, but not limited to, (i) salaries of personnel performing services on the Partnership Group’s behalf, the cost of employee benefits for such personnel and general and administrative expense associated with such personnel, (ii) capital expenditures, (iii) maintenance and repair costs, (iv) taxes and (v) direct expenses, including operating expenses and certain allocated operating expenses, associated with the ownership and operation of the Partnership’s assetsPartnership Assets; provided, that any allocated operating expenses shall be consistent in nature and quality to the services of such type previously provided by Spectra in connection with its management and operation of the Partnership’s assets Partnership Assets prior to their acquisition by the Partnership.
(b) The Partnership Group hereby agrees to reimburse the General Partner Spectra and its Affiliates for all expenses and expenditures they incur or payments they make as a result of the Partnership becoming and continuing as a publicly traded entity, including, but not limited to, costs associated with annual and quarterly reports, tax return and Schedule K-1 preparation and distribution, independent auditor fees, partnership governance and compliance, registrar and transfer agent fees, legal fees and independent director compensation.
(c) The obligation of the Partnership Group to reimburse the General Partner Spectra and its Affiliates Subsidiaries pursuant to this Section 3.2 shall not be subject to any monetary limitation, including the G&A Expenses Limit contained in Section 3.1.
Appears in 2 contracts
Samples: Omnibus Agreement (Spectra Energy Partners, LP), Omnibus Agreement (Spectra Energy Partners, LP)