Common use of Determination of Allocated Costs; Dispute Resolution; Payment Clause in Contracts

Determination of Allocated Costs; Dispute Resolution; Payment. (a) From and after the Effective Date and during the Service Period, the actual costs to applicable Provider of providing the Services to the Recipient, including, without limitation, the salaries, employment taxes and benefits applicable to the employees of the Provider actually engaged in providing the Services, based on the percentage of time spent by such employees in providing such services relative to the time spent by such employees on matters not relating to such services, plus applicable allocated overhead and other expenses incurred, in each case without mxxx-up (the “Allocated Costs”), will be determined and allocated in good faith by the Parties jointly, on a monthly basis, commencing as of the end of the first (1st) calendar month following the Effective Date and continuing thereafter as of the end of each succeeding one (1) calendar month period. The Allocated Costs so determined by the Parties shall be subject to quarterly review (“Review Period”) and approval by the Audit Committee of each Party, or such other committee as determined by the Board of Directors of each Party (the “Audit Committees”). (b) In the event of a dispute between the Parties or their applicable Audit Committees, concerning the proposed Allocated Costs in respect of any month(s) comprising a Review Period, then the Parties shall mutually select and engage a recognized certified public accountant acceptable to each of the them to review disputed items and to determine the Allocated Costs for the month(s) comprising the Review Period in question; provided, however, if such Parties cannot agree on a mutually acceptable certified public accountant, each Party or such party’s Audit Committee, each shall name a recognized certified public accountant and those two certified public accountants shall select a third recognized certified public accountant which shall be used for the purposes of this Section 1.03(b). The selected certified public accountant’s opinion concerning the Allocated Costs for the quarterly period in question shall be final and binding on all Parties. The expenses of the certified public accountant will be borne by each Party in the same proportion by which their respective positions as initially presented to the certified public accountant differs from the final resolution as determined by the certified public accountant. (c) The Allocated Costs for each month comprising a Review Period during the Service Period, as finally determined pursuant to Section 1.03(a) or Section 1.03(b), as applicable, will be invoiced, in arrears, by the applicable Provider to the applicable Recipient as set forth in Article III. Together with any invoice for Allocated Costs, the Provider shall provide the Recipient with reasonable documentation, including any additional documentation reasonably requested by the Recipient to the extent that such documentation is in the Provider’s or its Group’s possession or control, to confirm the calculation of the Allocated Costs.

Determination of Allocated Costs; Dispute Resolution; Payment. (a) From and after the Effective Date and during the Service Period, the actual costs to applicable Provider of providing the Services to the Recipient, including, without limitation, the salaries, employment taxes and benefits applicable to the employees of the Provider actually engaged in providing the Services, based on the percentage of time spent by such employees in providing such services relative to the time spent by such employees on matters not relating to such services, plus applicable allocated overhead and other expenses incurred, in each case without mxxxxxxx-up (the “Allocated Costs”), will be determined and allocated in good faith by the Parties jointly, on a monthly basis, commencing as of the end of the first (1st) calendar month following the Effective Date and continuing thereafter as of the end of each succeeding one (1) calendar month period. The Allocated Costs so determined by the Parties shall be subject to quarterly review (“Review Period”) and approval by the Audit Committee of each Party, or such other committee as determined by the Board of Directors of each Party (the “Audit Committees”). (b) In the event of a dispute between the Parties or their applicable Audit Committees, concerning the proposed Allocated Costs in respect of any month(s) comprising a Review Period, then the Parties shall mutually select and engage a recognized certified public accountant acceptable to each of the them to review disputed items and to determine the Allocated Costs for the month(s) comprising the Review Period in question; provided, however, if such Parties cannot agree on a mutually acceptable certified public accountant, each Party or such party’s Audit Committee, each shall name a recognized certified public accountant and those two certified public accountants shall select a third recognized certified public accountant which shall be used for the purposes of this Section 1.03(b). The selected certified public accountant’s opinion concerning the Allocated Costs for the quarterly period in question shall be final and binding on all Parties. The expenses of the certified public accountant will be borne by each Party in the same proportion by which their respective positions as initially presented to the certified public accountant differs from the final resolution as determined by the certified public accountant. (c) The Allocated Costs for each month comprising a Review Period during the Service Period, as finally determined pursuant to Section 1.03(a) or Section 1.03(b), as applicable, will be invoiced, in arrears, by the applicable Provider to the applicable Recipient as set forth in Article III. Together with any invoice for Allocated Costs, the Provider shall provide the Recipient with reasonable documentation, including any additional documentation reasonably requested by the Recipient to the extent that such documentation is in the Provider’s or its Group’s possession or control, to confirm the calculation of the Allocated Costs.

Determination of Allocated Costs; Dispute Resolution; Payment. (a) From and after the Effective Date date hereof and during the Service PeriodTerm, the actual costs to applicable Provider the New Holdco Parties of providing the Transition Services to the RecipientServices Recipients, including, without limitation, the salaries, employment taxes and benefits applicable to the employees of the Provider New Holdco Parties actually engaged in providing the Transition Services, based on the percentage of time spent by such employees in providing such services relative to the time spent by such employees on matters not relating to such services, plus applicable allocated overhead and other expenses incurred, in each case without mxxxxxxx-up (the “Allocated Costs”), will be determined and allocated in good faith by the Parties jointly, on a monthly quarterly basis, commencing as of the end of the first third (1st3rd) calendar month following the Effective Date date of this Agreement and continuing thereafter as of the end of each succeeding one three (13) calendar month period. The Allocated Costs so determined by the Parties shall be subject to quarterly review (“Review Period”) and approval by the Audit Committee of each Party, or such other committee as determined by the Board of Directors of each Party New Holdco (the “Audit CommitteesCommittee”). (b) In the event of a dispute between the Service Recipients, on the one hand, and the New Holdco Parties or their applicable and/or the Audit CommitteesCommittee, on the other hand, concerning the proposed Allocated Costs in respect of any month(s) comprising a Review Periodquarterly period, then the Service Recipients, on the one hand, and the New Holdco Parties and/or the Audit Committee, on the other hand, shall mutually select and engage a recognized certified public accountant acceptable to each of the them to review disputed items and to determine the Allocated Costs for the month(s) comprising the Review Period quarterly period in question; provided, however, if such Parties cannot agree on a mutually acceptable certified public accountant, each Party or such party’s the Service Recipients, on the one hand, and the New Holdco Parties and/or the Audit Committee, on the other hand, each shall name a recognized certified public accountant and those two certified public accountants shall select a third recognized certified public accountant which shall be used for the purposes of this Section 1.03(b2.1(b). The selected certified public accountant’s opinion concerning the Allocated Costs for the quarterly period in question shall be final and binding on all Parties. The expenses of the certified public accountant will be borne by each Party the New Holdco Parties, on the one hand, and the Service Recipients, on the other hand, in the same proportion by which their respective positions as initially presented to the certified public accountant consultant differs from the final resolution as determined by the certified public accountant. (c) The Allocated Costs for each month comprising a Review Period quarterly period during the Service PeriodTerm, as finally determined pursuant to Section 1.03(a2.1(a) or Section 1.03(b2.1(b), as applicable, will be invoiced, in arrears, by the applicable Provider New Holdco Parties to the applicable Recipient as set forth Services Recipients. The Services Recipients will reimburse the New Holdco Parties within thirty (30) days of the receipt by the Services Recipients of such invoice. All reimbursement payments by the Services Recipients to the New Holdco Parties pursuant to this Section 2.1(c) will be made in Article IIIU.S. dollars in immediately available funds. Together with any invoice Although the Services Recipients will be jointly responsible for Allocated Costsreimbursing the New Holdco Parties for the cost of the Transition Services, the Provider shall provide the Recipient with reasonable documentation, including any additional documentation reasonably requested by the Recipient to the extent that Services Recipients may separately agree upon their own respective allocation of such documentation is in the Provider’s or its Group’s possession or control, to confirm the calculation of the Allocated Costscosts between and among themselves.