Common use of Amended Schedules Clause in Contracts

Amended Schedules. (a) Prior to January 31 of each year for so long as the relevant Services continue to be provided under this Agreement, The Limited may prepare and deliver to Lane ▇▇▇▇▇▇ amended versions of the Schedules, setting forth with respect to the Services described in such Schedules, proposed changes in any of the methodologies used to calculate the Service Costs (each, a "Proposed Change") and, to the extent available, the Service Costs estimated to be payable for such Services for the then current Fiscal Year of The Limited. Except as Lane ▇▇▇▇▇▇ and The Limited may otherwise agree, and except as specifically described in this Agreement, any Proposed Change shall (1) be on terms and conditions no less favorable than the terms and conditions on which costs are calculated and charged to any Limited Entity to which comparable services are provided, (2) not burden Lane ▇▇▇▇▇▇ with charges in excess of fully absorbed costs incurred by the Limited Entities consistent with Section 3.01(d) and the cost methodologies set forth herein, and (3) be accompanied by a statement providing reasonable justification of, and support for, such Proposed Change. Upon receipt of any notice of a Proposed Change, Lane ▇▇▇▇▇▇ shall, within 21 days, provide a written statement to The Limited stating any objection to the Proposed Change and the reasons therefor. The Limited and Lane ▇▇▇▇▇▇ shall work together in good faith to resolve any such objections in a manner reasonably satisfactory to both parties. In any case, after all Proposed Changes for a fiscal year have been submitted to Lane ▇▇▇▇▇▇, The Limited shall be available for a meeting at ▇▇▇▇ ▇▇▇▇▇▇'▇ request to review all such Proposed Changes prior to the date such Proposed Changes are to take effect. Subject to Section 3.09(b), all Proposed Changes shall take effect no sooner than 60 days after notification to Lane ▇▇▇▇▇▇ of such Proposed Changes, but not before February 1 of the applicable fiscal year (e.g., a Proposed Change delivered in November 2001 would take effect on February 1, 2002). (b) Notwithstanding any other provision of this Agreement, if a Proposed Change for a particular Service would result in a significant increase in the amount of Service Costs that Lane ▇▇▇▇▇▇ would be obligated to pay under this Agreement as compared to those that would be payable were such Proposed Change not made, then Lane ▇▇▇▇▇▇ shall have the right during such 60-day period following receipt of notice of such Proposed Change to terminate such Service upon written notice to The Limited, and such termination shall be effective within the time period specified in Section 5.02 with respect to such Service. If Lane ▇▇▇▇▇▇ terminates such Service in accordance with this Section 3.09(b), The Limited shall continue to provide such Service until the effective date of such termination on the financial terms (or reasonable estimate thereof) existing prior to the Proposed Change. For purposes of this paragraph, a "significant increase" means an aggregate increase of more than 10% over the total amount of Service Costs applicable to any such Service during the previous Fiscal Year of The Limited; provided such increase is at least $100,000 with respect to any allocated overhead and provided such increase is at least $500,000 with respect to any non-allocated overhead cost (each such amount as annually adjusted for changes pursuant to the U.S. Department of Commerce Services Index).

Amended Schedules. (a) Prior to January 31 September 30 of each year for so long as the relevant Services continue to be provided under this Agreement, The Limited may CCI shall prepare and deliver to Lane ▇▇▇▇▇▇ amended CRW updated versions of Schedules I and II (to the Schedulesextent applicable), setting forth with respect to the Services described in such Schedules, any proposed changes in any of the methodologies used to calculate the Service Costs (each, a "Proposed Change") billing methodology and, to the extent available, the Service Costs estimated to be payable for such Services for the then current Fiscal Year of The Limitedfiscal year. Except as Lane ▇▇▇▇▇▇ CRW and The Limited CCI may otherwise agree, and except as specifically described in this AgreementAgreement (including the Schedules), the method of allocating and charging the costs reflected on Schedules I and II, and any Proposed Change updated versions of such schedules, shall (1) be on terms and conditions no less favorable than the terms and conditions on which costs are calculated and charged to any Limited Entity to which comparable services are provided, (2) not burden Lane ▇▇▇▇▇▇ with charges in excess of fully absorbed costs incurred by the Limited Entities consistent with Section 3.01(d) and the cost methodologies set forth herein, and (3) be accompanied by a statement providing reasonable justification of, and support for, such Proposed Change. Upon receipt of any notice of a Proposed Change, Lane ▇▇▇▇▇▇ shall, within 21 days, provide a written statement to The Limited stating any objection CCI's prior practices with respect to the Proposed Change and allocation of costs for services to the reasons therefor. The Limited and Lane ▇▇▇▇▇▇ shall work together in good faith to resolve any such objections in a manner reasonably satisfactory to both parties. In any case, after all Proposed Changes for a fiscal year have been submitted to Lane ▇▇▇▇▇▇, The Limited shall be available for a meeting at ▇▇▇▇ ▇▇▇▇▇▇'▇ request to review all such Proposed Changes CRW Entities immediately prior to the date Effective Date; provided that if CCI changes the method of allocating and charging such Proposed Changes are costs to take effect. Subject CCI businesses generally, such revised method shall also be applied to Section 3.09(b), all Proposed Changes CRW and CRW shall take effect no sooner than 60 days after notification to Lane ▇▇▇▇▇▇ of such Proposed Changesbe notified in writing preferably at least 90, but not before February 1 less than 60, days in advance of the applicable fiscal year implementing such revised method (e.g., a Proposed "Change delivered in November 2001 would take effect on February 1, 2002Notice"). (b) Notwithstanding any other provision If a revised method of this Agreement, if a Proposed Change allocating and charging costs for a particular Service Services would result in a significant increase in the amount of Service Costs that Lane ▇▇▇▇▇▇ CRW would be obligated to pay under this Agreement as compared to those that would be payable were such Proposed Change method not maderevised, then Lane ▇▇▇▇▇▇ then, notwithstanding Article VI, CRW shall have the right during such 60the 90-day period following receipt of notice of such Proposed CCI's Change Notice to terminate such Service Services upon written notice to The LimitedCCI, and such termination shall be effective within on the time period specified in Section 5.02 with respect to such Service. If Lane ▇▇▇▇▇▇ terminates such Service in accordance with this Section 3.09(b), The Limited shall continue to provide such Service until the effective implementation date of the change in methodology. Such change in allocation method shall be deemed accepted by CRW if no such notice of termination on is received by CCI during such 90-day period, and thereafter any termination shall be governed by the financial terms (or reasonable estimate thereof) existing prior to the Proposed Changeprovisions of Article VI. For purposes of this paragraphparagraph (b), a "significant increase" means means, with respect to any amount, an aggregate increase of more than 10% over the total amount of prior year's cost for the affected Service Costs applicable to any such Service during the previous Fiscal Year of The Limited; (provided such increase is at least $100,000 with respect to any allocated overhead and provided such 100,000) without a corresponding increase is at least $500,000 with respect to any non-allocated overhead cost (each such amount as annually adjusted for changes pursuant to in the U.S. Department quantity of Commerce Services Index)services provided.

Amended Schedules. (a) Prior Subject to any specific limitations on amendments of billing methodologies included in any Schedule attached hereto (it being understood that statements in any of the Schedules attached hereto to the effect that a particular Service will be billed pursuant to one of the specific billing methodologies identified in Section 3.01(a) above (e.g., Customary Billing and Pass-Through Billing) shall not be construed as such a specific limitation) prior to January 31 of each year commencing with January 31, 2004 for so long as the relevant Services continue to be provided under this Agreement, The Limited Brands may prepare and deliver to Lane ▇▇▇▇▇▇ Buyer amended versions of the Schedules, setting forth with respect to the Services described in such Schedules, proposed changes in any of the methodologies used to calculate the Service Costs (each, a "“Proposed Change"”) and, to the extent available, the Service Costs estimated to be payable for such Services for the then current Fiscal Year of The LimitedLimited Brands; provided that the cost methodologies set forth on Appendix Cshall not be altered during the term that Limited Brands provides the Services associated with such cost methodologies to Buyer. Except as Lane ▇▇▇▇▇▇ Buyer and The Limited Brands may otherwise agree, and except as specifically described in this Agreement, any Proposed Change shall (1) be on terms and conditions no less favorable than the terms and conditions on which costs are calculated and charged to any Limited Brands Entity to which comparable services are providedprovided other than for services for which Fixed Fee Billing applies, (2) not burden Lane ▇▇▇▇▇▇ Buyer with charges in excess of fully absorbed costs incurred by the Limited Brands Entities consistent with Section 3.01(d) and the cost methodologies set forth hereinon Appendix C, and (3) be accompanied by a statement providing reasonable justification of, and support for, such Proposed Change. Upon receipt of any notice of a Proposed Change, Lane ▇▇▇▇▇▇ Buyer shall, within 21 days, provide a written statement to The Limited Brands stating any objection to the Proposed Change and the reasons therefortherefore. The Limited Brands and Lane ▇▇▇▇▇▇ Buyer shall work together in good faith to resolve any such objections in a manner reasonably satisfactory to both parties. In any case, after all Proposed Changes for a fiscal year have been submitted to Lane ▇▇▇▇▇▇Buyer, The Limited Brands shall be available for a meeting at ▇▇▇▇ ▇▇▇▇▇▇'▇ Buyer’s request to review all such Proposed Changes prior to the date such Proposed Changes are to take effect. Subject to Section 3.09(b3.10(b), all Proposed Changes shall take effect as specified in the relevant amended Schedules, except that subject to any procedures for the amendments of specific provision in any Schedule attached hereto, no Proposed Change shall take effect sooner than 60 the later of (x) 75 days after notification to Lane ▇▇▇▇▇▇ Buyer of such Proposed Changes, but not Changes and (y) before February 1 of the applicable following fiscal year (e.g., a Proposed Change delivered in November 2001 2003 would take effect on February 1, 20022004). (b) Notwithstanding any other provision of this Agreement, if a Proposed Change for a particular Service Logistics Services would result in a significant increase Significant Increase in the amount of Service Costs that Lane ▇▇▇▇▇▇ Buyer would be obligated to pay under this Agreement as compared to those that would be payable were such Proposed Change not made, then Lane ▇▇▇▇▇▇ Buyer shall have the right during such 6075-day period following receipt of notice of such Proposed Change to terminate such Service terminate, as applicable, (A) all (but not less than all) Logistics Services, (B) the Logistics Services described under the heading “Compliance Support Services”, or (C) if the Logistics Services described under the heading “Compliance Support Services” have been terminated earlier, all (but not less than all) of the remaining Logistics Services provided hereunder upon written notice to The LimitedLimited Brands, and such termination shall be effective within the time period specified in Section 5.02 with respect to such Service. If Lane ▇▇▇▇▇▇ Buyer terminates such Service in accordance with this Section 3.09(b3.10(b), The Limited Brands shall continue to provide such Service until the effective date of such termination on the financial terms (or reasonable estimate thereof) existing prior to the Proposed Change. For purposes of this paragraph, a "significant increase" means an aggregate increase of more than 10% over the total amount of Service Costs applicable to any such Service during the previous Fiscal Year of The Limited; provided such increase is at least $100,000 with respect to any allocated overhead and provided such increase is at least $500,000 with respect to any non-allocated overhead cost (each such amount as annually adjusted for changes pursuant to the U.S. Department of Commerce Services Index).

Amended Schedules. (a) Prior to January 31 of each year for so long as the relevant Services continue to be provided under this Agreement, The Limited Brands may not more than once with respect to each upcoming Fiscal Year of Limited Brands prepare and deliver to Lane ▇▇▇▇▇▇ the Company amended versions of the Schedules, setting forth with respect to the Services described in such Schedules, proposed changes in any of the methodologies used to calculate the Service Costs (each, a "“Proposed Change"”) and, to the extent available, the Service Costs estimated to be payable for such Services for the then current Fiscal Year of The LimitedLimited Brands. Except as Lane ▇▇▇▇▇▇ the Company and The Limited Brands may otherwise agree, and except as specifically described in this Agreement, any Proposed Change shall (1) be on terms and conditions no less favorable than the terms and conditions on which costs are calculated and charged to any Limited Entity to which comparable services are provided, (2) not burden Lane ▇▇▇▇▇▇ with charges in excess of fully absorbed costs incurred by the Limited Entities consistent with Section 3.01(d) and the cost methodologies set forth herein, and (3) be accompanied by a statement providing reasonable justification of, and support for, such Proposed Change. Upon receipt of any notice of a Proposed Change, Lane ▇▇▇▇▇▇ the Company shall, within 21 days, provide a written statement to The Limited Brands stating any objection to the Proposed Change and the reasons therefor. The Limited Brands and Lane ▇▇▇▇▇▇ the Company shall work together in good faith to resolve any such objections in a manner reasonably satisfactory to both parties. In any case, after all Proposed Changes for a fiscal year Fiscal Year have been submitted to Lane ▇▇▇▇▇▇the Company, The Limited Brands shall be available for a meeting at ▇▇▇▇ ▇▇▇▇▇▇'▇ the Company’s request to review all such Proposed Changes prior to the date such Proposed Changes are to take effect. Subject to Section 3.09(b3.10(b), all Proposed Changes shall take effect no sooner than 60 days after notification to Lane ▇▇▇▇▇▇ the Company of such Proposed Changes, but not before February 1 of the applicable fiscal year (e.g., a Proposed Change delivered in November 2001 2007 would take effect on February 1, 20022008). (b) Notwithstanding any other provision of this Agreement, if a Proposed Change for a particular Service would result in a significant increase in the amount of Service Costs that Lane ▇▇▇▇▇▇ the Company would be obligated to pay under this Agreement as compared to those that would be payable were such Proposed Change not made, then Lane ▇▇▇▇▇▇ the Company shall have the right during such 60-day period following receipt of notice of such Proposed Change to terminate such Service upon written notice to The LimitedLimited Brands, and such termination shall be effective within the time period specified in Section 5.02 with respect to the pertinent Schedule (or if not so specified, within 30 days after Limited Brands’ receipt of such Servicenotice of termination). If Lane ▇▇▇▇▇▇ the Company terminates such Service in accordance with this Section 3.09(b3.10(b), The ; Limited Brands shall continue to provide such Service until the effective date of such termination on the financial terms (or reasonable estimate thereof) existing prior to the Proposed Change. For purposes of this paragraph, a "“significant increase" ” means an aggregate increase of more than 10% over the total amount of Service Costs applicable to any such Service during the previous Fiscal Year of The LimitedLimited Brands (it being agreed that the terms and conditions of this Section 3.10 shall not apply with respect to the Services described in Schedule VIII — Production and Sourcing Support Services); provided provided, such increase is at least $100,000 with respect to any allocated overhead cost and provided such increase is at least $500,000 with respect to any non-allocated overhead cost (each such amount as annually adjusted for changes pursuant to the U.S. Department of Commerce Services Index).

Amended Schedules. (a) Prior to January 31 of each year for so long as the relevant Services continue to be provided under this Agreement, The Limited Brands may not more than once with respect to each upcoming Fiscal Year of Limited Brands prepare and deliver to Lane ▇▇▇▇▇▇ the Company amended versions of the Schedules, setting forth with respect to the Services described in such Schedules, proposed changes in any of the methodologies used to calculate the Service Costs (each, a "“Proposed Change"”) and, to the extent available, the Service Costs estimated to be payable for such Services for the then current Fiscal Year of The LimitedLimited Brands. Except as Lane ▇▇▇▇▇▇ the Company and The Limited Brands may otherwise agree, and except as specifically described in this Agreement, any Proposed Change shall (1) be on terms and conditions no less favorable than the terms and conditions on which costs are calculated and charged to any Limited Entity to which comparable services are provided, (2) not burden Lane ▇▇▇▇▇▇ with charges in excess of fully absorbed costs incurred by the Limited Entities consistent with Section 3.01(d) and the cost methodologies set forth herein, and (3) be accompanied by a statement providing reasonable justification of, and support for, such Proposed Change. Upon receipt of any notice of a Proposed Change, Lane ▇▇▇▇▇▇ the Company shall, within 21 days, provide a written statement to The Limited Brands stating any objection to the Proposed Change and the reasons therefor. The Limited Brands and Lane ▇▇▇▇▇▇ the Company shall work together in good faith to resolve any such objections in a manner reasonably satisfactory to both parties. In any case, after all Proposed Changes for a fiscal year Fiscal Year have been submitted to Lane ▇▇▇▇▇▇the Company, The Limited Brands shall be available for a meeting at ▇▇▇▇ ▇▇▇▇▇▇'▇ the Company’s request to review all such Proposed Changes prior to the date such inch Proposed Changes are to take effect. Subject to Section 3.09(b3.10(b), all Proposed Changes shall take effect no sooner than 60 days after notification to Lane ▇▇▇▇▇▇ the Company of such Proposed Changes, but not before February 1 of the applicable fiscal year (e.g., a Proposed Change delivered in November 2001 March 2010 would take effect on February June 1, 20022010). (b) Notwithstanding any other provision of this Agreement, if a Proposed Change for a particular Service would result in a significant increase in the amount of Service Costs that Lane ▇▇▇▇▇▇ the Company would be obligated to pay under this Agreement as compared to those that would be payable were such Proposed Change not made, then Lane ▇▇▇▇▇▇ the Company shall have the right during such 60-day period following receipt of notice of such Proposed Change to terminate such Service upon written notice to The LimitedLimited Brands, and such termination shall be effective within the time period specified in Section 5.02 with respect to the pertinent Schedule (or if not so specified, within 30 days after Limited Brands’ receipt of such Servicenotice of termination). If Lane ▇▇▇▇▇▇ the Company terminates such Service in accordance with this Section 3.09(b3.10(b), The Limited Brands shall continue to provide such Service until the effective date of such termination on the financial terms (or reasonable estimate thereof) existing prior to the Proposed Change. For purposes of this paragraph, a "“significant increase" ” means an aggregate increase of more than 10% over the total amount of Service Costs applicable to any such Service during the previous Fiscal Year of The LimitedLimited Brands (it being agreed that the terms and conditions of this Section 3.10 shall not apply with respect to the Services described in Schedule II – Production and Sourcing Support Services); provided provided, such increase is at least $100,000 with respect to any allocated overhead cost and provided such increase is at least $500,000 with respect to any non-allocated overhead cost (each such amount as annually adjusted for changes pursuant to the U.S. Department of Commerce Services Index).