Common use of Reimbursement for Operating and General and Administrative Expenses Clause in Contracts

Reimbursement for Operating and General and Administrative Expenses. (a) QRC hereby agrees to continue to provide, or cause to be provided, the Partnership Group with general and administrative services, such as legal, accounting, treasury, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, credit, payroll, taxes, land management, engineering and senior management oversight, that are substantially identical in nature and quality to the services of such type previously provided by QRC and its Affiliates in connection with its management and operation of the Assets during the one (1) year period prior to the Closing Date. For the avoidance of doubt, incremental public company expenses of the Partnership, such as in connection with preparation and filing of Commission reports, registration statements and other filings, external audit, internal audit, transfer agent and registrar, legal, printing, unitholder reports, and other related costs and expenses shall not be deemed to be expenses and expenditures for general and administrative services. (b) The Partnership Group hereby agrees to reimburse QRC and its Affiliates for all reasonable expenses and expenditures QRC or its Affiliates incurs or payments it makes on behalf of the Partnership Group for general and administrative services. (c) The Partnership Group hereby agrees to reimburse QRC and its Affiliates for all reasonable expenses and expenditures QRC or its Affiliates incurs or payments it makes on behalf of the Partnership Group in connection with the business and operations of the Partnership Group, including, but not limited to, (i) salaries of operational personnel performing services on the Partnership Group’s behalf and the cost of employee benefits for such personnel, (ii) capital expenditures, (iii) maintenance and repair costs, (iv) taxes and (v) incremental public company expenses of the Partnership. (d) The General Partner will be entitled to allocate any such expenses and expenditures between the Partnership Group, on the one hand, and QRC, on the other hand, in accordance with the foregoing provision on any reasonable basis.

Appears in 3 contracts

Samples: Omnibus Agreement (Quest Energy Partners, L.P.), Omnibus Agreement (Quest Resource Corp), Omnibus Agreement (Quest Energy Partners, L.P.)

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Reimbursement for Operating and General and Administrative Expenses. (a) QRC hereby agrees to continue to provide, or cause to be provided, the Partnership Group with general and administrative services, such as legal, accounting, treasury, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, credit, payroll, taxesinternal audit, land management, engineering taxes and senior management oversightengineering, that are substantially identical in nature and quality to the services of such type previously provided by QRC and its Affiliates in connection with its management and operation of the Assets during the one (1) one-year period prior to the Closing Date. For the avoidance of doubt, incremental public company expenses of the PartnershipMLP, such as in connection with preparation and filing of Commission reports, registration statements and other filings, external audit, internal audit, transfer agent and registrar, legal, printing, unitholder reports, and other related costs and expenses shall not be deemed to be expenses and expenditures for general and administrative services. (b) The Subject to the provisions of Section 4.03, the Partnership Group hereby agrees to reimburse QRC and its Affiliates for all reasonable expenses and expenditures QRC or its Affiliates incurs or payments it makes on behalf of the Partnership Group for general and administrative services. (c) The Partnership Group hereby agrees to reimburse QRC and its Affiliates for all reasonable expenses and expenditures QRC or its Affiliates incurs or payments it makes on behalf of the Partnership Group in connection with the business and operations of the Partnership Group, including, but not limited to, (i) salaries of operational personnel performing services on the Partnership Group’s 's behalf and the cost of employee benefits for such personnel, (ii) capital expendituresexpenditures (provided, however, that with respect to any expansion capital expenditures in the Cherokee Basin, such expenditures are made in accordance with the provisions of the Midstream Services and Gas Dedication Agreement, to the extent applicable), (iii) maintenance and repair costs, costs and (iv) taxes and (v) incremental public company expenses of the Partnershiptaxes. (d) The General Partner Quest GP will be entitled to allocate any such expenses and expenditures between the Partnership Group, on the one hand, and QRC, on the other hand, in accordance with the foregoing provision on any reasonable basis.

Appears in 1 contract

Samples: Omnibus Agreement (Quest Resource Corp)

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Reimbursement for Operating and General and Administrative Expenses. (a) QRC APC hereby agrees to continue to provide, or cause to be provided, to the Partnership Group with those general and administrative servicesservices necessary or useful for the conduct of the business of the Partnership Group, such as including, but not limited to, legal, accounting, treasury, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, credit, payroll, internal audit, taxes, land managementand engineering services (collectively, engineering and senior management oversight“Services”), that are in substantially identical in similar nature and quality to the services of such type previously provided by QRC and its Affiliates APC in connection with its management and operation of the Assets Assets, in each case, during the one (1) one-year period prior to the Closing Date. For the avoidance of doubt, incremental public company expenses of the PartnershipPartnership Group, such as in connection with preparation and filing of Commission reports, registration statements and other filings, external audit, internal audit, transfer agent and registrar, legal, printing, unitholder reports, or member reports and other related costs and expenses (collectively, “Public Company Expenses”) shall not be deemed to be expenses and expenditures for general and administrative servicesthe Services. (b) The Subject to the provisions of Section 3.3, the Partnership, on behalf of the Partnership Group Group, hereby agrees to reimburse QRC and its Affiliates APC on a monthly basis for all reasonable expenses and expenditures QRC APC (or its Affiliates any Affiliate or designee that performs any Services) incurs or payments it makes on behalf of the Partnership Group for general and administrative servicesthe Services. (c) The Partnership, on behalf of the Partnership Group Group, hereby agrees to reimburse QRC and its Affiliates APC on a monthly basis for all reasonable expenses and expenditures QRC incurred by APC or its Affiliates incurs or payments it makes made to third parties on behalf of the Partnership Group in connection with the business and operations of the Partnership GroupGroup (collectively, “Operating Expenses”), including, but not limited to, (i) salaries of operational personnel performing services on the Partnership Group’s behalf and the cost of employee benefits for such personnel, (ii) capital expenditures, (iii) maintenance and repair costs, costs and (iv) taxes and (v) incremental public company expenses of the PartnershipTaxes. (d) The General Partner will be entitled to allocate any such expenses and expenditures between the Partnership Group, on the one hand, and QRC, on the other hand, in accordance with the foregoing provision on any reasonable basis.

Appears in 1 contract

Samples: Omnibus Agreement (Abraxas Petroleum Corp)

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