Common use of Intercompany Costs Clause in Contracts

Intercompany Costs. 4.1.1 Each calendar month, each applicable Company Group member agrees to reimburse Provider or its designee for the cost of all direct labor, materials and expenses resulting from the provision of Services hereunder, plus an allocated portion of Provider’s shared and pooled direct costs, indirect costs and general and administrative costs (including costs relating to Provider’s development and reserve labor pools for the geographic areas in which the Company Rigs are operating), in each case as determined by Provider’s internal accounting procedures (the “Costs and Expenses”). 4.1.2 In addition to the reimbursement provided in Section 4.1.1, the applicable Company Group member agrees to pay to Provider or its designee a fee equal to the greater of (i) 5% of such Costs and Expenses or, in the case of the provision of capital spares or inventory, a 4% xxxx-up on the capital spares or inventory plus a 4% xxxx-up on the allocable share of the costs of providing such services and (ii) the xxxx-up required by applicable Transfer Pricing Rules (as determined in Provider’s reasonable discretion) (the “Services Fee”). 4.1.3 Promptly after the allocation of the Costs and Expenses for each reimbursement period as set forth in Section 4.1.1, the applicable Transocean Group member shall prepare a statement of Costs and Expenses incurred in providing the Services, setting forth the basis for calculation in such detail as reasonably required. The applicable Transocean Group member shall then deliver an invoice to the applicable Company Group member for such costs together with the corresponding Services Fee (an “Invoice”). 4.1.4 Within 30 days of receipt of an Invoice, the applicable Company Group member shall pay the amount set forth in such Invoice, without any reduction for taxes, except as required by any Governmental Requirement. 4.1.5 If the applicable Company Group Member is required by any Governmental Requirement to deduct or withhold taxes from or in respect of any payments to the applicable Transocean Group member under this Agreement, then (i) such Company Group Member shall make such deduction or withholding, (ii) such Company Group Member shall pay the full amount deducted or withheld to the appropriate Governmental Authority in accordance with such Governmental Requirement, (iii) such Company Group Member shall promptly furnish to such Transocean Group member the original or a certified copy of a receipt evidencing such payment, and (iv) the sum payable by such Company Group member to such Transocean Group member shall be increased by such additional sums as necessary so that after making all required deductions and withholdings of taxes (including deductions and withholdings of taxes applicable to additional sums payable under this Section 4.1.5), such Transocean Group member receives an amount equal to the sum it would have received had no such deductions or withholdings of taxes been made. 4.1.6 The applicable Company Group member shall be responsible for and shall indemnify and hold harmless Provider and its Affiliates against all excise, sales, use, transfer, stamp, documentary, filing, recordation and other similar taxes, and any value added, goods and services or similar recoverable indirect and other similar taxes (“Transfer Taxes”) imposed on or assessed as a result of the provision of Services by the applicable Transocean Group member. The applicable Transocean Group member shall provide to the applicable Company Group member evidence of the remittance of the amount of such Transfer Taxes to the relevant Governmental Authority, including, without limitation, copies of any tax returns remitting such amount. 4.1.7 The Parties shall cooperate and take all commercially reasonable actions to minimize withholding taxes and Transfer Taxes imposed on payments made pursuant to this Agreement.