Non-Compensation Disbursement Services Clause Samples

Non-Compensation Disbursement Services. (a) HPI and SEG shall, and shall cause their respective Subsidiaries to, cooperate with each other and use commercially reasonable efforts to effect the separation of their respective disbursement functions, including by cooperating in respect of the same with applicable third-party service providers. (b) To effect the separation of their respective disbursement functions, HPI and SEG shall intend to achieve (A) one hundred percent (100%) direct disbursement from the appropriate HPI or SEG account of all (i) costs of sales (including manufacturing and author royalty charges) that are properly charged to such account and (ii) prepublication expenses, including product development expenses, that are properly charged to such account and (B) (x) one hundred percent (100%) direct disbursement from the appropriate HPI or SEG account of all other expenses, including expenses related to information technology, infrastructure, rent, customer service and warehousing, financial support and other corporate support functions, where identifiable and properly chargeable to such account or (y) as provided under Article V (the “Non-Compensation Disbursement Separation Process”). (c) Until the Non-Compensation Disbursement Separation Process has been completed (the “Non-Compensation Disbursement Separation Term”), HPI shall, or shall cause one or more of its Subsidiaries to, (i) provide for the interim disbursement of any costs or expenses of SEG or its Subsidiaries identified by or on behalf of SEG to HPI (the “Non-Compensation Disbursement Services”) and (ii) invoice SEG on the fifth (5th) and twenty-fifth (25th) day of each calendar month for (a) any and all such disbursements made by HPI or its Subsidiaries on behalf of SEG and its Subsidiaries and (b) 100% of the Covered Costs incurred by or on behalf of HPI in connection with the provision of such Non-Compensation Disbursement Service. SEG shall reimburse HPI in full within five (5) Business Days following SEG’s receipt of each such invoice.