Common use of Performance of Services by Third Parties Clause in Contracts

Performance of Services by Third Parties. The parties to this Agreement understand and agree that Manager may, in the performance of the Services, engage or retain, as agent on Partnership’s behalf, any necessary third party consultants, advisers, accountants, auditors and attorneys, including, without limitation: (i) reservoir engineering consultants, and accountants, auditors and other third parties required for preparation of the Required Reports; and (ii) attorneys for issues related directly to the business of Partnership. Partnership shall reimburse Manager for any costs and expenses arising from or related to such engagement or retention that have been paid with funds of Manager rather than funds of Partnership or its Subsidiaries, provided that the costs under this provision shall be shared 40% to Partnership and 60% to SN, after the benefit of reimbursement from ▇▇▇▇▇▇. Any and all payments made to Manager for reimbursements incurred pursuant to this Section 3(e) shall be in addition to, and not considered to be a part of, the Overhead Costs included in calculating the Management Fee to be paid in accordance with Section 4. For the avoidance of doubt, payments to Manager, SN and any Affiliate of Manager or SN in connection with this Agreement or a Related Contract shall not be deemed incurred pursuant to this Section 3(e).