Responsibility for Partnership Expenses. The Partnership shall be responsible for and shall pay all costs and expenses relating to the Partnership’s organization and/or reorganization, its ownership of properties and other assets and its administration and operations (including, without limitation, accounting, administrative, legal, technical, management and other services rendered to the Partnership). The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all expenses it incurs relating to the operation of the Partnership and its ownership of an interest therein or otherwise for the benefit of the Partnership, including, without limitation, all expenses associated with compliance by the General Partner with laws, orders, rules and regulations promulgated by any regulatory body, expenses related to the operations of the General Partner and to the management and administration of any Subsidiary of the General Partner or the Partnership or any Affiliate of the Partnership, such as auditing expenses and filing fees and any and all salaries, compensation and expenses of officers and employees of the General Partner (and all expenses corresponding to the foregoing incurred by the General Partner Entity, if different from the General Partner); provided that (i) the amount of any such reimbursement shall be reduced by (a) any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it as permitted in Section 7.5.A hereof and (b) any amount derived by the General Partner from any investments permitted in Section 7.5.A and (ii) REIT Expenses shall not be treated as Partnership expenses for purposes of this Section 7.4.B. The General Partner shall determine in good faith the amount of expenses incurred by it related to the ownership and operation of, or for the benefit of, the Partnership. If certain expenses are incurred for the benefit of the Partnership and other entities (including the General Partner), such expenses will be allocated to the Partnership and such other entities in such a manner as the General Partner in its sole and absolute discretion deems fair and reasonable. Such reimbursements shall be in addition to any reimbursement to the General Partner pursuant to Section 10.3.C hereof and as a result of indemnification pursuant to Section 7.7 hereof. All payments and reimbursements hereunder shall be characterized for federal income tax purposes as expenses of the Partnership incurred on its behalf, and not as expenses of the General Partner.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Forest City Enterprises Inc), Limited Partnership Agreement (Forest City Realty Trust, Inc.), Limited Partnership Agreement (Forest City Realty Trust, Inc.)
Responsibility for Partnership Expenses. The Partnership shall be responsible for and shall pay all costs and expenses relating to the Partnership’s organization and/or reorganization's organization, its the ownership of properties and other its assets and its administration and operations (including, without limitation, accounting, administrative, legal, technical, management and other services rendered to the Partnership)operations. The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all expenses it incurs relating to the ownership and operation of the Partnership and its ownership of an interest therein of, or otherwise for the benefit of of, the Partnership, Partnership (including, without limitation, all expenses associated with compliance by the General Partner with laws, orders, rules and regulations promulgated by any regulatory body, expenses related to the operations of the General Partner and to the management and administration of any Subsidiary subsidiaries of the General Partner or the Partnership or any Affiliate Affiliates of the Partnership, Partnership such as auditing expenses and filing fees and any and all salaries, compensation and expenses of officers and employees of the General Partner (and all expenses corresponding to the foregoing incurred by the General Partner Entity, if different from the General Partnerfees); provided that (i) PROVIDED THAT, the amount of any such reimbursement shall be reduced by (ai) any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it as permitted elsewhere in Section 7.5.A hereof this Agreement and (bii) any amount derived by the General Partner from any investments as permitted elsewhere in this Agreement (including, without limitation, amounts derived from its ownership of those subsidiaries described in Section 7.5.A and 7.4) and; PROVIDED FURTHER, that the General Partner shall not be reimbursed for (i) income tax liabilities or (ii) REIT Expenses shall not be treated as Partnership expenses for purposes of this Section 7.4.B. filing or similar fees in connection with maintaining the General Partner's continued corporate existence that are incurred by the General Partner. The General Partner shall determine in good faith the amount of expenses incurred by it related to the ownership and operation of, or for the benefit of, the Partnership. If In the event that certain expenses are incurred for the benefit of the Partnership and other entities (including the General Partner), such expenses will be allocated to the Partnership and such other entities in such a manner as the General Partner in its sole and absolute discretion deems fair and reasonable. Such reimbursements shall be in addition to any reimbursement to the General Partner pursuant to Section 10.3.C hereof and as a result of indemnification pursuant to Section 7.7 hereof7.5. All payments and reimbursements hereunder shall be characterized for federal income tax purposes as expenses of the Partnership incurred on its behalf, and not as expenses of the General Partner.
Appears in 2 contracts
Samples: Limited Partnership Agreement (American Real Estate Investment Corp), Limited Partnership Agreement (Keystone Property Trust)
Responsibility for Partnership Expenses. The Partnership shall be responsible for and shall pay all costs and expenses relating to the Partnership’s organization and/or reorganizationorganization, its the ownership of properties and other its assets and its administration and operations (including, without limitation, accounting, administrative, legal, technical, management and other services rendered to the Partnership)operations. The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all expenses it incurs relating to the ownership and operation of the Partnership and its ownership of an interest therein or otherwise for the benefit of the Partnership, including, without limitation, all expenses associated with compliance by the General Partner with laws, orders, rules and regulations promulgated by any regulatory body, expenses related to the operations of the General Partner and to the management and administration of any Subsidiary Subsidiaries of the General Partner or the Partnership or any Affiliate Affiliates of the Partnership, such as auditing expenses and filing fees and any and all salaries, compensation and expenses of officers and employees of the General Partner (and all expenses corresponding to the foregoing incurred by the General Partner Entity, if different from the General Partner); provided that (i) x), the amount of any such reimbursement shall be reduced by (ai) any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it as permitted in Section 7.5.A hereof below and (bii) any amount derived by the General Partner from any investments permitted in Section 7.5.A below and (iiy) REIT Expenses shall not be treated as Partnership expenses for purposes of this Section 7.4.B. The General Partner shall determine in good faith the amount of expenses incurred by it related to the ownership and operation of, or for the benefit of, the Partnership. If certain expenses are incurred for the benefit of the Partnership and other entities (including the General Partner), such expenses will be allocated to the Partnership and such other entities in such a manner as the General Partner in its sole and absolute discretion deems fair and reasonable. Such reimbursements shall be in addition to any reimbursement to the General Partner pursuant to Section 10.3.C hereof and as a result of indemnification pursuant to Section 7.7 hereofbelow. All payments and reimbursements hereunder shall be characterized for federal income tax purposes as expenses of the Partnership incurred on its behalf, and not as expenses of the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Urban Edge Properties)
Responsibility for Partnership Expenses. The Partnership shall be responsible for and shall pay all costs and expenses relating to the Partnership’s organization and/or reorganization's organization, its the ownership of properties and other its assets and its administration and operations (including, without limitation, accounting, administrative, legal, technical, management and other services rendered to the Partnership)operations. The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all expenses it incurs relating to the ownership and operation of the Partnership and its ownership of an interest therein of, or otherwise for the benefit of of, the Partnership, Partnership (including, without limitation, all expenses associated with compliance by the General Partner with laws, orders, rules and regulations promulgated by any regulatory body, expenses related to the operations of the General Partner and to the management and administration of any Subsidiary subsidiaries of the General Partner or the Partnership or any Affiliate Affiliates of the Partnership, Partnership such as auditing expenses and filing fees and any and all salaries, compensation and expenses of officers and employees of the General Partner (and all expenses corresponding to the foregoing incurred by the General Partner Entity, if different from the General Partnerfees); provided that (i) that, the amount of any such reimbursement shall be reduced by (ai) any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it as permitted elsewhere in Section 7.5.A hereof this Agreement and (bii) any amount derived by the General Partner from any investments as permitted elsewhere in this Agreement (including, without limitation, amounts derived from its ownership of those subsidiaries described in Section 7.5.A and 7.4) and; provided further, that the General Partner shall not be reimbursed for (i) income tax liabilities or (ii) REIT Expenses shall not be treated as Partnership expenses for purposes of this Section 7.4.B. filing or similar fees in connection with maintaining the General Partner's continued corporate existence that are incurred by the General Partner. The General Partner shall determine in good faith the amount of expenses incurred by it related to the ownership and operation of, or for the benefit of, the Partnership. If In the event that certain expenses are incurred for the benefit of the Partnership and other entities (including the General Partner), such expenses will be allocated to the Partnership and such other entities in such a manner as the General Partner in its sole and absolute discretion deems fair and reasonable. Such reimbursements shall be in addition to any reimbursement to the General Partner pursuant to Section 10.3.C hereof and as a result of indemnification pursuant to Section 7.7 hereof7.5. All payments and reimbursements hereunder shall be characterized for federal income tax purposes as expenses of the Partnership incurred on its behalf, and not as expenses of the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (American Real Estate Investment Corp)
Responsibility for Partnership Expenses. The Partnership shall be responsible for and shall pay all costs and expenses relating to the Partnership’s organization and/or reorganization's organization, its the ownership of properties and other its assets and its administration and operations (including, without limitation, accounting, administrative, legal, technical, management and other services rendered to the Partnership)operations. The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all expenses it incurs relating to the ownership and operation of the Partnership and its ownership of an interest therein of, or otherwise for the benefit of of, the Partnership, Partnership (including, without limitation, all expenses associated with compliance by the General Partner with laws, orders, rules and regulations promulgated by any regulatory body, expenses related to the operations of the General Partner and to the management and administration of any Subsidiary Subsidiaries of the General Partner or the Partnership or any Affiliate Affiliates of the Partnership, such as auditing expenses and filing fees and fees) but excluding any and all salariesportion of expenses reasonably attributable to assets not owned by or for the benefit of, compensation and expenses of officers and employees or to operations not for the benefit of, the Partnership or Affiliates of the General Partner (and all expenses corresponding to the foregoing incurred by the General Partner Entity, if different from the General Partner)Partnership; provided that (i) that, the amount of any such reimbursement shall be reduced by (ai) any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership as permitted in Section 7.5.A hereof (which interest is considered to belong to the Partnership and shall be paid over to the Partnership to the extent not applied to reimburse the General Partner for expenses hereunder); and (bii) any amount derived by the General Partner from any investments permitted in Section 7.5.A and (ii) REIT Expenses shall not be treated as Partnership expenses for purposes of this Section 7.4.B. 7.5.A. The General Partner shall determine in good faith the amount of expenses incurred by it related to the ownership and operation of, or for the benefit of, the Partnership. If certain expenses are incurred for the benefit of the Partnership and other entities (including the General Partner), such expenses will be allocated to the Partnership and such other entities in such a manner as the General Partner in its sole and absolute reasonable discretion deems fair and reasonable. Such reimbursements shall be in addition to any reimbursement to the General Partner pursuant to Section 10.3.C hereof and as a result of indemnification pursuant to Section 7.7 hereof7.7. All payments and reimbursements hereunder shall be characterized for federal income tax purposes as expenses of the Partnership incurred on its behalf, and not as expenses of the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Burnham Pacific Properties Inc)
Responsibility for Partnership Expenses. The Partnership shall be responsible for and shall pay all costs and expenses relating to the Partnership’s organization and/or reorganizationorganization, its the ownership of properties and other its assets and its administration and operations (including, without limitation, accounting, administrative, legal, technical, management and other services rendered to the Partnership)operations. The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all expenses it incurs relating to the ownership and operation of the Partnership and its ownership of an interest therein Partnership’s assets, or otherwise for the benefit of the Partnership, including, without limitation, all expenses associated with compliance by the General Partner with laws, orders, rules and regulations promulgated by any regulatory body, expenses related to the operations of the General Partner and to the management and administration of any Subsidiary Subsidiaries of the General Partner or the Partnership or any Affiliate Affiliates of the Partnership, such as auditing expenses and filing fees and any and all salaries, compensation and expenses of officers and employees of the General Partner (and all expenses corresponding to the foregoing incurred by the General Partner Entity, if different from the General Partner); provided that (i) x), the amount of any such reimbursement shall be reduced by (ai) any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it as permitted in Section 7.5.A hereof below and (bii) any amount derived by the General Partner from any investments permitted in Section 7.5.A below and (iiy) REIT Expenses shall not be treated as Partnership expenses for purposes of this Section 7.4.B. The General Partner shall determine in good faith the amount of expenses incurred by it related to the ownership and operation of, or for the benefit of, the Partnership. If certain expenses are incurred for the benefit of the Partnership and other entities (including the General Partner), such expenses will be allocated to the Partnership and such other entities in such a manner as the General Partner in its sole and absolute discretion deems fair and reasonable. Such reimbursements shall be in addition to any reimbursement to the General Partner pursuant to Section 10.3.C hereof and as a result of indemnification pursuant to Section 7.7 hereofbelow. All payments and reimbursements hereunder shall be characterized for federal income tax purposes as expenses of the Partnership incurred on its behalf, and not as expenses of the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Urban Edge Properties)