Common use of Allocated Costs Clause in Contracts

Allocated Costs. (i) Delta shall prepare and send Ultra a breakdown of the expense categories included within the Corporate Dedicated and Corporate Shared and Allocated Expenses allocated to Ultra during the most recent three-month period for which financial information is reasonably available preceding the Distribution Date, which information shall be prepared using allocation practices and methodologies consistent with Delta’s historical past practices and methodologies for such cost apportionment, together with a calculation of the annualized cost, based upon such three-month period, of Corporate Dedicated and Corporate Shared/Allocated expenses included in Ultra’s income statement (“Ultra Corporate Expenses”) (ii) If the annualized Ultra Corporate Expenses determined in accordance with paragraph 1 above (“Annualized Ultra Corporate Expenses”) exceed $116,000,000 (“Pre-Closing Ultra Allocated Corporate Expenses Target”), then Delta shall pay Ultra within 120 days after the Distribution Date an amount not to exceed $25,000,000 consisting of (a) the excess of such Annualized Ultra Corporate Expense over the Pre-Closing Ultra Allocated Corporate Expenses Target and (b) Ultra’s reasonable expenses (including reasonable projected severance and other restructuring costs) in connection with reducing Annualized Corporate Expenses to the Pre-Closing Ultra Allocated Corporate Expenses Target. (iii) On or prior to the Distribution Date, Delta shall work with Ultra management to prepare in good faith a budget (“Ultra FY 19 Corporate Expense Budget”) using budgeting methodologies and practices consistent with Delta’s existing management budgeting methodologies and practices and based upon known and expected annual standalone costs of the combined Ultra, Vector, and Kodiak as a publicly traded company during the twelve months following the Distribution covering the categories of activities included within Corporate Expenses. The Ultra FY 19 Corporate Expenses Budget shall reflect the expected combined Corporate Expenses of the merged Ultra, Vector and Kodiak as a publicly traded company, and be consistent with budgets disclosed to credit agencies, lenders, and the Ultra Board of Directors. (iv) If Ultra’s Pro Rata Share of the Ultra FY 19 Corporate Expense Budget exceeds $116,000,000, then Delta shall pay Ultra within 120 days after the Distribution Date, an amount not to exceed $25,000,000, consisting of the excess of Ultra’s apportioned amount of the Ultra FY 19 Corporate Expense Budget over the $116,000,000. Pro Rata Share means a fraction the numerator of which is Ultra’s revenues during the immediately preceding four fiscal quarters and the denominator of which is the sum of Ultra’s revenues, Vector’s revenues and Kodiak’s revenues in each case during the four quarter period. (v) For avoidance of doubt, in no event shall the sum of all amounts, if any, paid pursuant to paragraph (ii) and paragraph (iv) exceed $25,000,000.

Allocated Costs. (i) Delta shall prepare and send Ultra a breakdown of the expense categories included within the Corporate Dedicated and Corporate Shared and Allocated Expenses allocated to Ultra during the most recent three-month period for which financial information is reasonably available preceding the Distribution Date, which information shall be prepared using allocation practices and methodologies consistent with Delta’s historical past practices and methodologies for such cost apportionment, together with a calculation of the annualized cost, based upon such three-month period, of Corporate Dedicated and Corporate Shared/Allocated expenses included in Ultra’s income statement (“Ultra Corporate Expenses”) (ii) If the annualized Ultra Corporate Expenses determined in accordance with paragraph 1 above (“Annualized Ultra Corporate Expenses”) exceed $116,000,000 (“Pre-Closing Ultra Allocated Corporate Expenses Target”), then Delta shall pay Ultra within 120 days after the Distribution Date an amount not to exceed $25,000,000 consisting of (a) the excess of such Annualized Ultra Corporate Expense over the Pre-Closing Ultra Allocated Corporate Expenses Target and (b) Ultra’s reasonable expenses (including reasonable projected severance and other restructuring costs) in connection with reducing Annualized Corporate Expenses to the Pre-Closing Ultra Allocated Corporate Expenses Target. (iii) On or prior Prior to the Distribution Date, Delta shall work with Ultra management to prepare in good faith a budget (“Ultra FY 19 Corporate Expense Budget”) using budgeting methodologies and practices consistent with Delta’s existing management budgeting methodologies and practices and based upon known and expected annual standalone costs of the combined Ultra, Vector, and Kodiak as a publicly traded company during the twelve months following the Distribution covering the categories of activities included within Corporate Expenses. The Ultra FY 19 Corporate Expenses Budget shall reflect the expected combined Corporate Expenses of the merged Ultra, Vector and Kodiak as a publicly traded company, and be consistent with budgets disclosed to credit agencies, lenders, and the Ultra Board of Directors. (iv) If Ultra’s Pro Rata Share of the Ultra FY 19 Corporate Expense Budget exceeds $116,000,000, then Delta shall pay Ultra within 120 days after the Distribution Date, an amount not to exceed $25,000,000, consisting of the excess of Ultra’s apportioned amount of the Ultra FY 19 Corporate Expense Budget over the $116,000,000. Pro Rata Share means a fraction the numerator of which is Ultra’s revenues during the immediately preceding four fiscal quarters and the denominator of which is the sum of Ultra’s revenues, Vector’s revenues and Kodiak’s revenues in each case during the four quarter period. (v) For avoidance of doubt, in no event shall the sum of all amounts, if any, paid pursuant to paragraph (ii) and paragraph (iv) exceed $25,000,000.

Allocated Costs. (i) Delta shall prepare and send Ultra a breakdown of the expense categories included within the Corporate Dedicated and Corporate Shared and Allocated Expenses allocated to Ultra during the most recent three-month period for which financial information is reasonably available preceding the Distribution Date, which information shall be prepared using allocation practices and methodologies consistent with Delta’s historical past practices and methodologies for such cost apportionment, together with a calculation of the annualized cost, based upon such three-month period, of Corporate Dedicated and Corporate Shared/Allocated expenses included in Ultra’s income statement (“"Ultra Corporate Expenses”") (ii) If the annualized Ultra Corporate Expenses determined in accordance with paragraph 1 above (“Annualized Ultra Corporate Expenses”) exceed $116,000,000 (“"Pre-Closing Ultra Allocated Corporate Expenses Target”"), then Delta shall pay Ultra within 120 days after the Distribution Date an amount not to exceed $25,000,000 consisting of (a) the excess of such Annualized Ultra Corporate Expense over the Pre-Closing Ultra Allocated Corporate Expenses Target and (b) Ultra’s reasonable expenses (including reasonable projected severance and other restructuring costs) in connection with reducing Annualized Corporate Expenses to the Pre-Closing Ultra Allocated Corporate Expenses Target. (iii) On or prior to the Distribution Date, Delta shall work with Ultra management to prepare in good faith a budget (“"Ultra FY 19 Corporate Expense Budget”") using budgeting methodologies and practices consistent with Delta’s existing management budgeting methodologies and practices and based upon known and expected annual standalone costs of the combined Ultra, Vector, and Kodiak as a publicly traded company during the twelve months following the Distribution covering the categories of activities included within Corporate Expenses. The Ultra FY 19 Corporate Expenses Budget shall reflect the expected combined Corporate Expenses of the merged Ultra, Vector and Kodiak as a publicly traded company, and be consistent with budgets disclosed to credit agencies, lenders, and the Ultra Board of Directors. (iv) If Ultra’s Pro Rata Share of the Ultra FY 19 Corporate Expense Budget exceeds $116,000,000, then Delta shall pay Ultra within 120 days after the Distribution Date, an amount not to exceed $25,000,000, consisting of the excess of Ultra’s apportioned amount of the Ultra FY 19 Corporate Expense Budget over the $116,000,000. Pro Rata Share means a fraction the numerator of which is Ultra’s revenues during the immediately preceding four fiscal quarters and the denominator of which is the sum of Ultra’s revenues, Vector’s revenues and Kodiak’s revenues in each case during the four quarter period. (v) For avoidance of doubt, in no event shall the sum of all amounts, if any, paid pursuant to paragraph (ii) and paragraph (iv) exceed $25,000,000.