Allocation of Charges. There will not be any agreement or understanding between the Servicer and the Borrower (other than as expressly set forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges; provided that it is understood and acknowledged that the Borrower will be consolidated with or treated as a disregarded entity of the Servicer for tax purposes.
Allocation of Charges. There will not be any agreement or understanding between the Collateral Manager and the Borrower (other than as expressly set forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges.
Allocation of Charges. There is not any agreement or understanding between the Servicer and such Loan Party (other than as expressly set forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges.
Allocation of Charges. There is not any agreement or understanding between the Seller and the Purchaser (other than as expressly set forth in the Credit Agreement or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges.
Allocation of Charges. ThereOther than in connection with, relating to or arising from a Permitted BDC Merger, there will not be any agreement or understanding between the Servicer and the Borrower (other than as expressly set forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges.
Allocation of Charges. There is not any agreement or understanding between the Investment Manager and the Company (other than as expressly set forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges.
Allocation of Charges. The Borrower shall not suffer to exist any agreement or understanding between any Borrower Advisor and the Borrower (other than the Transaction Documents, and as expressly set forth herein, as disclosed to the Administrative Agent in writing prior to the Closing Date, or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges.
Allocation of Charges. 12.1 If the Work Contract is terminated early by Client pursuant to clauses 32.1 or 32.
2.1 then the Contractor shall be liable for all of the Contractor’s own costs, together with those costs incurred by Client as a consequence of early termination including:
12.1.1 the cost of procuring a new provider;
12.1.2 Client’s travel costs incurred in implementing the Exit Plan;
12.1.3 Client’s internal management cost for time incurred in managing the Exit Plan process;
12.1.4 Client’s internal resource cost in implementing Client’s Exit Plan obligation; and
12.1.5 any costs incurred by Client in undertaking actions required of the Contractor in the Exit Plan, but which the Contractor has failed to undertake, notwithstanding written notice from Client requiring such action to be undertaken, and provided that Client shall act reasonably and use its best endeavours to mitigate, and ensure that any new provider mitigates its costs under this Schedule. All charges made by Client to the Contractor pursuant to this paragraph 12.1 shall be supported by reasonable evidence of time or expense incurred. The maximum costs which the Contractor shall be required to pay to Client pursuant to this paragraph 12.1 shall be £750,000.
12.2 In any circumstances other than those specified in paragraph 12.1, when the Work Contract is terminated or expires, each party shall bear its own costs in developing and implementing the Exit Plan pursuant to this Schedule 9 provided that if Client requires the Contractor to undertake an action which is onerous or unusual, Client shall pay the Contractor’s reasonable costs in performing such action (provided the Contractor provides reasonable evidence to support its costs).
Allocation of Charges. To determine the applicable Charges due to Operator by Customer, Operator shall allocate, pro rata on a volumetric basis, such charges to Customer and any other customers utilizing the Railcar Fleet. In the event regulations are adopted to address concerns related to safety of Railcars that require the replacement or retrofitting of Railcars to comply with such regulations (“Railcar Safety Regulations”), Operator shall, in its sole discretion, be permitted to exercise its reasonable judgment to determine either to retrofit or replace a Railcar (the “Railcar Determination”). To the extent Customer disagrees with the allocable Charges or the Railcar Determination, then either Party may notify the other of its request to have an industry expert determine such disputed allocable Charges or the Railcar Determination (the Party to give such a notice, the “Notifying Party”, and the recipient of such a notice, the “Notice Receiving Party”). Upon the receipt of such a request for an industry expert determination from the Notifying Party, the Notifying Party and Notice Receiving Party shall confer in good faith for up to five business days to agree on the selection of an industry expert to determine, to the extent disputed, the allocable Charges or the Railcar Determination. If the Parties are unable to agree upon the selection of an industry expert, each Party shall select an industry expert and the two industry experts so selected will select a Person to serve as the industry expert. Following such selection of an industry expert, each Party shall present to the industry expert a written statement of its position on the allocable Charges or the Railcar Determination not later than thirty (30) days after the selection of such industry expert. The decision of the industry expert will be conclusive, binding upon, and non-appealable by the Parties. The costs and expenses of the industry expert shall be shared equally by the Parties.
Allocation of Charges. 17.1 Total Sum Due
17.2 Payment of Total Sum Due
17.3 Allocation of Total Sum Due
17.4 Prima facie evidence 18. ADJUSTMENT
