Common use of Reimbursements to Manager Clause in Contracts

Reimbursements to Manager. Tenant shall promptly reimburse Manager for any and all reasonable costs and expenses (without duplication) actually incurred by Manager in the performance of its duties and obligations hereunder and/or in connection with this Agreement to the extent consistent with past practice of Tenant’s Operation of the Premises prior to the date hereof (whether incurred on behalf of Tenant or otherwise) (in each case, all of which shall be treated as “Operating Expenses”, “Capital Expenditures,” or otherwise, as the case may be, hereunder) including the following: (a) the Operating Personnel Costs paid by Manager or its Affiliates in connection with the Operating Personnel; (b) the Operating Personnel Costs payable to all employees of Manager and its Affiliates while working on an assignment for the benefit of the Resort, Tenant or its Affiliates; (c) lodging and travel expenses of all employees of Manager and its Affiliates actually and reasonably incurred in performing Manager’s duties hereunder and/or in connection with this Agreement in accordance with Manager’s standard corporate travel policy as in effect (and delivered to Tenant) from time to time (the “Corporate Travel Policy”); (d) the expenses paid or reimbursed by Manager or its Affiliates to all independent consultants to the extent of services rendered for the benefit of the Resort; (e) payments made or incurred by Manager or its Affiliates, or its or their employees, to third-parties for goods and services in the Operation of the Hotel; (f) all taxes and similar assessments (other than Manager’s income, profits or gains taxes) levied against any reimbursements payable to Manager under this Agreement for expenses incurred for Tenant’s account, including the reimbursable expenses described in this Section 3.2; (g) reasonable out-of-pocket legal fees incurred by Manager in connection with the Operation of the Manager Operated Areas; and (h) all other expenditures which are authorized, permitted or required under the provisions of this Agreement which have been paid or funded by Manager on Tenant’s behalf. For the avoidance of doubt, (i) to the extent that any Operating Personnel Costs or other cost or expense reimbursable to Manager or its Affiliates are not incurred solely for the benefit of the Resort, only the prorated portion thereof appropriately allocable to the Resort shall be charged to Tenant and (ii) any reimbursable costs shall be charged to Tenant without xxxx-up or premium of any kind or nature. In addition, in no event shall Tenant have any obligation to pay Manager (or reimburse Manager for) any cost or expense more than once, however classified or categorized.

Reimbursements to Manager. Tenant Owner shall promptly reimburse Manager for any and all reasonable costs and expenses (without duplication) actually incurred by Manager in the performance of its duties and obligations hereunder and/or in connection with this Agreement to the extent consistent with past practice of Tenant’s Operation of the Premises prior to the date hereof (whether incurred on behalf of Tenant Owner or otherwise) (in each case, all of which shall be treated as “Operating Expenses”, “Capital Expenditures,” or otherwise, as the case may be, hereunder) including including, but not limited to, the following: (a) the Operating Personnel Costs paid by Manager or its Affiliates in connection with the Operating Resort Personnel; (b) the Operating Personnel Costs payable to all employees of Manager and its Affiliates while working on an assignment for the benefit of the Resort, Tenant Owner or its Affiliates; (c) lodging and travel expenses of all employees of Manager and its Affiliates actually and reasonably incurred in performing Manager’s duties hereunder and/or in connection with this Agreement in accordance with Manager’s standard corporate travel policy as in effect (and delivered to Tenant) from time to time (the “Corporate Travel Policy”); (d) the expenses paid or reimbursed by Manager or its Affiliates to all independent consultants to the extent of rendering services rendered for the benefit of the Resort; (e) payments made or incurred by Manager or its Affiliates, or its or their employees, to third-parties for goods and services in the Operation operation of the Hotel; (f) all taxes and similar assessments (other than Manager’s income, profits or gains income taxes) levied against any reimbursements payable to Manager under this Agreement for expenses incurred for TenantOwner’s account, including the reimbursable expenses described in this Section 3.2; (g) reasonable out-of-pocket legal fees incurred by Manager in connection with the Operation operation of the Manager Operated Areas; and (h) all other expenditures which are authorized, permitted or required under the provisions of this Agreement which have been paid or funded by Manager on TenantOwner’s behalf. For the avoidance of doubt, (i) to the extent that any Operating Personnel Costs or other cost or expense reimbursable to Manager or its Affiliates are not incurred solely for the benefit of the Resort, only the prorated portion thereof appropriately allocable Manager shall allocate to the Resort shall be charged to Tenant such Operating Personnel Costs or other amounts or expenses in a fair and (ii) any reimbursable costs shall be charged to Tenant without xxxx-up or premium of any kind or nature. In addition, in no event shall Tenant have any obligation to pay Manager (or reimburse Manager for) any cost or expense more than once, however classified or categorizedequitable manner.

Reimbursements to Manager. Tenant In addition to the Management Fee provided for in Article VI, Manager and its Affiliates shall promptly reimburse Manager be entitled to be reimbursed for any and all reasonable the following costs and expenses (without duplication) actually incurred by Manager in the performance of its duties and obligations hereunder and/or in connection with this Agreement rendering services to the extent consistent with past practice of Tenant’s Operation of the Premises prior to the date hereof (whether incurred on behalf of Tenant or otherwise) (in each case, all of which shall be treated as “Operating Expenses”, “Capital Expenditures,” or otherwise, as the case may be, hereunder) including the followingHotel: (a) the Operating Personnel Costs Hotel's share of all costs and expenses incurred in connection with the rendition of Management Group Services, allocated on the same basis as allocated to Other Managed Hotels; (b) the Compensation paid by Manager or its Affiliates in connection with the Operating to Hotel Personnel; (bc) the Operating Personnel Costs Compensation payable to all employees of Manager Corporate Personnel (other than Vice Presidents, and its Affiliates higher ranking executive officers), who are not assigned to the Hotel, under Subsection 4.05.4, while working on an assignment for the specific benefit of the ResortHotel, Tenant Owner or its Affiliates; (cd) lodging reasonable travel and travel entertainment expenses of all officers and employees of Manager and its Affiliates actually and reasonably incurred in performing Manager’s 's duties hereunder and/or in connection with this Agreement any phase of the operation of the Hotel in accordance with Manager’s standard corporate travel policy as the policies of Manager then in effect (and delivered to Tenant) from time to time (the “Corporate Travel Policy”)effect; (de) the Compensation and expenses paid or reimbursed by Manager or its Affiliates to all independent consultants rendering services to the Hotel if and to the extent of services rendered contemplated in the Operating Budget or Capital Renewals Budget for the benefit of the Resortsuch Operating Year or as otherwise approved by Owner; (ef) payments made or incurred by Manager or its Affiliates, or its or their employees, employees to third-third parties for goods and services in the Operation ordinary course of business in the operation of the Hotel, in accordance with the Operating Budget or Capital Renewals Budget or as otherwise approved by Owner or permitted under this Agreement; (fg) all taxes and similar assessments (other than Manager’s income, profits or gains 's income taxes) levied against any reimbursements payable to Manager under this Agreement for expenses incurred for Tenant’s Owner's account, including the reimbursable expenses described in this Section 3.2; (g) reasonable out-of-pocket legal fees incurred by Manager in connection with the Operation of the Manager Operated Areas4.07; andand Embassy Suites __________ Management Agreement (h) all other expenditures which are authorized, permitted or required under the provisions of this Agreement which have been paid or funded by Manager on Tenant’s Owner's behalf. For the avoidance of doubtIt is agreed that, (i) to the extent that any Operating Personnel Costs the entire amount of Compensation or other cost or expense reimbursable to Manager or its Affiliates are under this Section 4.07, or under any other provisions of this Agreement, is not incurred solely for the benefit of the ResortHotel, only the prorated portion thereof appropriately allocable to the Resort then such amount or expense shall be charged to Tenant and (ii) any reimbursable costs appropriately allocated. Manager shall be charged entitled to Tenant without xxxx-up reimburse itself and its Affiliates for the above items out of the Hotel Accounts, or premium may submit statements covering such items to Owner, and Owner will pay to Manager or its Affiliate(s), as applicable, the amount indicated thereon promptly upon the receipt of any kind or nature. In addition, in no event shall Tenant have any obligation to pay Manager (or reimburse Manager for) any cost or expense more than once, however classified or categorizedsuch statements.