Common use of Pass-Through Billing Clause in Contracts

Pass-Through Billing. The costs of Services as to which the Pass-Through Billing method applies shall be equal to the aggregate amount of third-party, out-of-pocket costs and expenses incurred by a Billing Party on behalf of a Receiving Party (which costs shall include but not be limited to the costs incurred in connection with obtaining the consent of any party to a contract or agreement to which any Billing Party is a party where such consent is related to and reasonably required for the provision of any Service). It is intended that Services provided by third parties will be billed directly to the Receiving Party by the third party; however, if a Billing Party incurs any such costs or expenses on behalf of any Receiving Party as well as businesses operated by the Billing Party, the Billing Party shall allocate any such costs or expenses in good faith between the various businesses on behalf of which such costs or expenses were incurred as set forth on any Schedule hereto or, if not set forth on a Schedule, then as the Billing Party shall determine in the exercise of the Billing Party’s reasonable judgment. The Billing Party shall apply usual and accepted accounting conventions in making such allocations, and the Billing Party or its agents shall keep and maintain such books and records as may be reasonably necessary to make such allocations. The Billing Party shall make copies of such books and records available to the Receiving Party upon request and with reasonable notice.

Appears in 3 contracts

Samples: Shared Services Agreement (DSW Inc.), Shared Services Agreement (DSW Inc.), Shared Services Agreement (Retail Ventures Inc)

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Pass-Through Billing. The costs of Services as to which the Pass-Through Billing method applies shall be equal to the aggregate amount of third-party, out-of-pocket costs and expenses incurred by a Billing Party on behalf of a Receiving Party (which costs shall include but not be limited to the costs incurred in connection with obtaining the consent of any party to a contract or agreement to which any Billing Party is a party where such consent is related to and reasonably required for the provision of any Service). It is intended that Services provided by third parties will be billed directly to the Receiving Party by the third party; however, if a Billing Party incurs any such costs or expenses on behalf of any Receiving Party as well as businesses operated by the Billing Party, the Billing Party shall allocate any such costs or expenses in good faith between the various businesses on behalf of which such costs or expenses were incurred as set forth on any Schedule hereto or, if not set forth on a Schedule, then as the Billing Party shall determine in the exercise of the Billing Party’s 's reasonable judgment. The Billing Party shall apply usual and accepted accounting conventions in making such allocations, and the Billing Party or its agents shall keep and maintain such books and records as may be reasonably necessary to make such allocations. The Billing Party shall make copies of such books and records available to the Receiving Party upon request and with reasonable notice.

Appears in 2 contracts

Samples: Shared Services Agreement (Retail Ventures Inc), Shared Services Agreement (DSW Inc.)

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Pass-Through Billing. The costs of Services as to which the Pass-Through Billing Billing” method applies shall be equal to means the aggregate amount of third-party, out-of-pocket costs and expenses incurred by a Billing Party on behalf of a Receiving Party and (to the extent the performance of such Service by such third party is not substantially similar to Services provided by such third party or a substantially similar third party to such Receiving Party prior to the Effective Date) approved by such Receiving Party, which approval shall not be unreasonably withheld, for the applicable Service. Said costs shall include but not be limited to the costs incurred in connection with obtaining the consent of any party to a contract or an agreement to which any such Billing Party is a party where such consent is related to and reasonably required for the provision of any such Service). It is intended that Services provided by third parties will be billed directly to the Receiving Party by the third party; however, if . If a Billing Party incurs any such costs or expenses on behalf of any Receiving Party as well as businesses operated bundled together with costs incurred by the Billing PartyParty or its subsidiaries, the Billing Party shall allocate any such costs or expenses in good faith between the various businesses on behalf of which such costs or expenses were incurred as set forth on any applicable Schedule hereto or, if not set forth on a Schedule, then as the Billing Party shall determine in the exercise of the Billing Party’s reasonable judgment. The Billing Party shall apply usual make such allocations reasonably and accepted accounting conventions in making such allocationsgood faith, and the Billing Party or its agents shall keep and maintain such books and records as may be reasonably necessary to make such allocations. The Billing Party shall make copies of such books and records available to the Receiving Party upon request and with reasonable notice.

Appears in 1 contract

Samples: Shared Services Agreement (Tim Hortons Inc.)

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