Intercompany Charges Clause Samples
The Intercompany Charges clause defines how costs and expenses incurred between related entities within the same corporate group are allocated and reimbursed. Typically, this clause outlines the basis for calculating such charges, such as actual costs, market rates, or a predetermined formula, and may specify the timing and documentation required for invoicing and payment. Its core function is to ensure transparency and fairness in financial dealings between affiliated companies, preventing disputes and facilitating compliance with tax and regulatory requirements.
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Intercompany Charges. So long as Executive is employed by the Company, unless Executive consents, the only charges for allocation of expenses of the Parent or any affiliate of the Parent (other than the Company or any of its Subsidiaries) that will be deducted in determining earnings of the Company for the purpose of calculating Final Year Equity Value of the Company or the Net Profit Bonus under this Agreement will be for expenses reasonably incurred by Parent or any such affiliate of Parent on behalf of or for the direct benefit of the Company or any of its consolidated Subsidiaries in connection with or related to the operation of the Business (as defined in the Purchase Agreement) (including without limitation for tax advisory work, audit fees, payroll and other back office services).
Intercompany Charges. Nothing contained herein shall be deemed to prevent the Company from paying monthly charges accrued for pre-Closing periods for employee benefits, in a manner consistent with past practice (including such charges for any period of less than a month ending immediately on the Closing Date).
Intercompany Charges. Nothing contained herein shall be deemed to prevent the Company from paying monthly charges accrued for pre-Closing periods for employee benefits, in a manner consistent with past practice (including such charges for any period of less than a month ending immediately on the Closing Date). ARTICLE VI Conditions of Investor's Obligation to Close Investor's obligation to consummate the Recapitalization shall be subject to the satisfaction on or prior to the Closing Date, or waiver by Investor, of all of the following conditions:
Intercompany Charges. All Contracts, commitments or transactions, including all amounts payable or receivable resulting therefrom, between Global Power and any of its Affiliates, on the one hand, and the Seller or any of its Affiliates, on the other hand, are current and have been incurred in the ordinary course of business.
Intercompany Charges. Throughout the Earnout Period, intercompany charges for services or products provided by or through Buyer or any of its other Subsidiaries to the Company and its Subsidiaries will not exceed the lesser of (i) amount historically incurred by Company and its Subsidiaries for such items, or (ii) then-current market rates for arms-length transactions with third parties for such services and products. Such charges to the Company and its Subsidiaries will not include a general corporate overhead allocation but, subject to application of the last sentence of this Section 2.6.2, will include the allocable share of the Company and its Subsidiaries of costs for insurance covering FIG and/or its Subsidiaries including the Company and its Subsidiaries and their allocable portion of fees for services relating to audits and taxes. In no event will costs, fees and expenses allocated to the Company and its Subsidiaries by FIG or any of its Subsidiaries other than the Company and its Subsidiaries include allocations of items that primarily result from Buyer's status as a publicly-traded company, such as costs of public company accounting and reporting, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ compliance, investor relations, and other similar items.
Intercompany Charges. Lender and Borrower have established procedures whereby Lender and Borrower have agreed to provide services to, and incur expenditures on behalf of, the other party (collectively “Intercompany Charges”); such amounts explicitly exclude amounts owing under other loan agreements, if any, between Lender and Borrower. Intercompany Charges shall be accounted for by The Irvine Company using generally accepted accounting principles. A monthly accounting of the Intercompany Charges shall be presented to both Lender and Borrower by the fifteenth calendar day of the following month and shall be deemed final on the 22nd calendar day of the following month (or such earlier date as mutually agreed to by Lender and Borrower).
(a) If the sum of the Intercompany Charges (the “Net Intercompany Charges”) require that Lender make a payment to Borrower, such amount shall be:
(i) due and payable to Borrower on the twenty-third calendar day of the following month; provided that if such date falls on a day other than a Banking Day, the Net Intercompany Charges shall be due and payable on the next Banking Day; or
(ii) at Lender’s sole option, applied, on the date that such Net Intercompany Charges are deemed final, to amounts owed by Borrower under this Agreement. To the extent that the Net Intercompany Charges owed by Lender exceed amounts outstanding under this Agreement, Lender shall pay the remaining amount due as provided in Section 1(d)(iii)(a)(i); or
(b) If the Net Intercompany Charges require that Borrower make a payment to Lender, such amount shall be:
(i) due and payable on the twenty-third calendar day of the following month; provided that if such date falls on a day other than a Banking Day, interest shall be due and payable on the next Banking Day; or
(ii) with Lender’s consent, accrued on the date that such Net Intercompany Charges are deemed final; provided that if such date falls on a day other than Banking Day, interest shall be accrued beginning on the next Banking Day, and compounded monthly until the principal balance of such Tranche is repaid, at which time such accrued and compounded interest shall be due and payable. The Minimum Advance requirement does not apply to Net Intercompany Charges. Notwithstanding the above, Lender may consent, either in a specific instance or generally, to allow Borrower to defer the payment or accrual of Monthly Interest Payments required by Section 1(d)(i), or to defer the payment or accrual of Net Intercompany Charges due to L...
Intercompany Charges. Holdco and its subsidiaries may seek recovery of intercompany charges to regulated utility affiliates in their first general rate proceedings filed following the closing of the Merger at levels equal to the lesser of actual costs or the costs allowed related to such functions in the cost of service of their most recent rate case prior to the closing of the Merger, as adjusted for inflation measured by the Gross Domestic Product Price Index. Billings for common-use assets shall be permitted consistent with GPE’s current practices.
Intercompany Charges. Restrict intercompany charges between Guarantor and Borrower to direct verifiable out-of-pocket expenses incurred by Guarantor in providing services to Borrower, which charges shall not in any event exceed in any calendar year an amount equal to 1.5% of Borrower's gross sales for such calendar year; and provide to the Bank documentation of any such charges promptly upon request.
Intercompany Charges. No management fees have ever been paid or accrued by any JL Entity to any PPLB Person other than $150,000 with respect to FY 2010. Schedule 4.18 sets forth all intercompany charges and/or allocations that have been paid or accrued by the JL Entities to any PPLB Person since July 1, 2008.