Charges for Transition Services. The charges for the Transition Services are set forth in Appendix A. Such charges are based on certain assumptions acknowledged and agreed to by the Parties regarding the underlying costs of providing the Transition Services. If events occur that cause a material change in the underlying costs of providing the Transition Services (either increasing or decreasing such costs), Seller and Buyer hereby agree to re-negotiate in good faith the pricing provisions of Appendix A in order to (i) provide for a proper refund to Buyer if Seller has already been paid for the Transition Services and the charges therefor have been overestimated, (ii) provide for a proper supplemental payment to Seller if Seller has already been paid for the Transition Services and the charges therefor have been underestimated and (iii) adjust the charges that Buyer will be required to pay going forward for the continued provision of the Transition Services.
Charges for Transition Services. The charges for the Transition Services shall be established in monthly units and shall be (a) as set forth in the applicable Schedules, or (b) determined in accordance with the charging methodology as set forth in the applicable Schedules (the “Charges”). Provider shall invoice Purchaser for the Charges in the manner and at the time provided in the applicable Schedule. Charges shall be good faith advance estimates of Provider’s cost of providing the Transition Services and shall not be corrected retroactively for actual costs. Provider may change the Charges for future billing at any time to cover a change in the cost of providing the Transition Service. Provider will give Purchaser thirty (30) days notice of any such change in Charges. Annually within 30 days after the anniversary date of this Agreement, Provider and Purchaser shall review the Charges and make any adjustments to those Charges going forward to reflect changes in the cost of providing the Transition Services during the preceding year. Changes for any time period covered as an extension of service beyond the originally scheduled end date shall be at market value instead of cost. The market value pricing will be determined by the Provider and will be equal and equitable in light of market conditions for services of a like kind and duration. There will not be any charges for the time period between the Effective Date and January 1, 2008. The Parties intend that the Charges will be fair, reasonable and arms length pricing and in compliance with the affiliate transaction requirements promulgated from time to time by the regulatory entities having authority over financial services, including Office of Thrift Supervision (OTS) Regulations 12 C.F.R. 563.41 and 563.42 and Sections 23A and 23B of the Federal Reserve Act.
Charges for Transition Services. (a) It is the intent of the Parties that the Transition Services are provided by the Provider at the Provider’s actual cost without any element of profit. The fee for the Transition Services is determined based upon the actual direct costs of providing the Transition Services internally, which actual direct costs include but are not limited to the prorated wages and employee benefits of employees plus payroll taxes, at the Provider, plus reimbursement of out-of-pocket Third Party costs and expenses. The rates provided on the attached Schedules represent the Parties’ current estimate of the actual costs, but such rates are subject to adjustment to reflect actual costs or as otherwise set forth in Section 2.1(b).
(b) If events or circumstances arise which materially increase or decrease the cost of providing Transition Services based upon the methodology for charges provided in Section 2.1(a), then upon thirty (30) days prior written notice to the Purchaser, the cost shall be equitably adjusted to take into account the changed events or circumstances so that the rates are adjusted to reflect the actual direct costs of the Provider, plus out-of-pocket Third Party costs and expenses. Rates for a Transition Service will also be adjusted whenever the cost of providing the Transition Service increases or decreases due to the renegotiation of a software license or obtaining a new software license as a result of a change in the relationship between the Provider and a software licensor; provided, however, that in no event shall the Purchaser be charged for (i) the license of new software, or (ii) upgrades or modifications to existing software made or purchased by the Provider to the extent such new license, upgrade or modification was not necessary for the provision of the Transition Services, unless specifically requested and agreed to by the Companies as set forth in Section 1.3(c). The Parties agree to meet periodically to review and, if necessary, adjust the rates in order to bring the rates into conformity with the criteria of Section 2.1(a).
(c) Unless otherwise previously adjusted in accordance with Section 2.1(b), for so long as this Agreement is still in effect, specific rates for Transition Services shall be subject to adjustment as of January 1 in each year, commencing January 1, 2015, in order to bring the rates into conformity with the criteria of Section 2.1(a).
(d) If a Purchaser requests modifications to the Transition Services under Section 1.3(c), ...
Charges for Transition Services. The charges for the Transition Services are set forth in Appendix A. Such charges are based on certain assumptions acknowledged and agreed to by the Parties regarding the underlying costs of providing the Transition Services. If events occur that cause a material change in the underlying costs of providing the Transition Services (either increasing or decreasing such costs), Seller and Buyer hereby agree to re-negotiate in good faith the pricing provisions of Appendix A in order to (i) provide for a proper refund to Buyer if Seller has already been paid for the Transition Services and the charges therefor have been overestimated, (ii) provide for a proper supplemental payment to Seller if Seller has already been paid for the Transition Services and the charges therefor have been underestimated and (iii) adjust the charges that Buyer will be required to pay going forward for the continued provision of the Transition Services. Extensions. To the extent the Term applicable to any Transition Service(s) is extended in accordance with the terms of this Agreement, the charges for such Transition Service(s) will be increased by fifty percent (50%) for the first month of any such extension and by twenty-five percent (25%) (of the then-current charges) for each additional month thereafter.
Charges for Transition Services. The pricing for Contractor performing all Transition Services, as that term is defined in this Article 24, and as that term may be amended for any reason, including, but not limited to, giving effect to any rule, regulation, order, opinion or decision of the United States Federal Communications Commission or any other regulatory body having jurisdiction or delegated authority with respect to the subject matter of this Agreement, shall be an amount equal to the Cost plus the Fee, as defined herein.
A. Costs As used in this Section 24.5, “Costs” shall include only those costs that have been incurred by Contractor in connection with the performance of Transition Services, which Costs shall include “Direct Costs” and “General & Administrative Costs,” as defined below.
(i) Direct Costs
