Pass-Through Expenses. (a) If a Work Order provides that a Pass-Through Expense is to be paid by LAUSD directly, Contractor will promptly provide LAUSD with the original third-party invoice for the Pass-Through Expense. If a Work Order provides that a Pass- Through Expense is to be paid by Contractor, Contractor will act as payment agent for LAUSD and will pay third-party charges comprising the Pass-Through Expense. For each Pass-Through Expense, Contractor will review the corresponding invoiced charges to determine whether the charges are proper and valid and should be paid, and will provide LAUSD with a statement to that effect. Where Contractor is paying a Pass-Through Expense on LAUSD's behalf, Contractor will provide LAUSD with a reasonable opportunity to review the applicable invoice. Following this review, Contractor will pay the amounts due and will invoice LAUSD for the charges.
(b) Contractor will use commercially reasonable efforts to minimize Pass-Through Expenses. With respect to services or materials paid for on a Pass-Through Expense basis, LAUSD reserves the right to: (i) obtain these services or materials directly from a third party; (ii) designate the third party source for these services or materials; (iii) designate the particular services or materials (e.g., equipment make and model) that Contractor will obtain, provided that if Contractor demonstrates to LAUSD that this designation will have an adverse impact on Contractor’s ability to meet applicable service levels, this designation will be subject to Contractor’s approval; (iv) require Contractor to identify and consider multiple sources for these services or materials or to conduct a competitive procurement; and (v) review and approve the Pass-Through Expense for these services or materials before entering into a contract for these services or materials.
Pass-Through Expenses. Service Provider shall administer and invoice DIR for Pass-Through Expenses in accordance with Section 11.2 of the Agreement and pursuant to the applicable procedures in the Service Management Manual. No new Pass-Through Expenses may be added without DIR’s prior written consent, which it may withhold in its sole discretion. The foregoing notwithstanding, Service Provider shall comply with the terms and conditions of Section 11.2 of the Agreement with respect to the procurement and pricing of any goods or services which are designated for procurement on a Pass-Through Expense basis. The administration/processing of Pass-Through Expenses by Service Provider will be charged to DIR Customers as a 3% markup of the Pass-Through invoice amount.
Pass-Through Expenses. The Parties agree to cooperate and use commercially reasonable efforts to obtain any necessary consents required under any existing Contract with a Third Party to allow Producer to perform its obligations hereunder; provided that Producer and its Affiliates shall not be required to pay any fee or other amount in respect of any such consent. Any costs and expenses incurred by any Party in connection with obtaining any such consent that is required to allow Producer to perform its obligations hereunder shall be borne by Purchaser; provided that no such costs or expenses shall be payable by Purchaser unless approved in advance in writing by Purchaser.
Pass-Through Expenses. During the Initial Operating Period, Initial Year and each Contract Year, the Pass-Through Expenses shall be included in the Monthly invoice following the Month in which they are respectively incurred, shall be supported by proof as is reasonably satisfactory to Off-Taker, and shall be payable in accordance with Section 3.6(e). In the event Provider sells coke produced at the Plant to a third party, the Pass-Through Expenses shall be prorated in proportion to the Coke purchased by Off-Taker and such third party.
Pass-Through Expenses. For each Pass-Through Expense, if any, WinStar shall review the invoiced charges and determine whether such charges are proper and valid. Unless the Parties mutually agree otherwise, Pass-Through Expenses will be paid directly by Xxxxxxxx.
Pass-Through Expenses. The Pass-Through Expenses include the following:
Pass-Through Expenses. In addition to the Base Rental, Tenant, as Additional Rental, shall pay, for each calendar year during the Lease Term, the sum of (i) Tenant’s Percentage Share of the Operating Expenses for the calendar year in question plus (ii) Tenant’s Percentage Share of the Property Taxes for the calendar year in question (together, the “Pass-Through Expenses”), which amounts shall be determined and adjusted in accordance with the following procedures:
(a) During each December of the Lease Term, or as soon thereafter as practicable, Landlord shall give Tenant written notice of its reasonable estimate of Pass-Through Expenses for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year, Tenant shall pay to Landlord 1/12 of such estimated amounts together with the Base Rental, provided that if such notice is not given in December Tenant shall continue to pay during the ensuing calendar year on the basis of the amounts payable during the calendar year just ended, until the month after such notice is given to Tenant. If at any time or times it appears to Landlord that the actual amount payable under this Section 3.3 for the current calendar year will vary from Landlord’s estimate, Landlord shall have the option one (1) time each Lease Year to revise, by notice to Tenant, its estimate for such year, and subsequent payments by Tenant for such year shall be based upon such revised estimate. Failure to make a revision contemplated by the immediately preceding sentence shall not prejudice Landlord’s right to collect the full amounts of the Pass-Through Expenses payable under this Section 3.3.
(b) Within one-hundred and twenty (120) days after the close of each calendar year during the Lease Term, or as soon after such 120-day period as practicable, Landlord shall deliver to Tenant a written statement (an “Expense Statement”) identifying in reasonable detail the adjustments to be made pursuant to this Section 3.3 for the calendar year just ended. If, on the basis of such Expense Statement and subject to Tenant’s audit rights set forth in Section 3.3(d) below, Tenant owes an amount that is less than the estimated payments for the calendar year just ended previously made by Tenant, Landlord shall credit such excess to the next payments of Pass-Through Expenses coming due pursuant to this Section 3.3 or, if the Lease Term is about to expire, refund such excess to Tenant if Tenant is not then in Default under this Lease (in the instance o...
Pass-Through Expenses. For Pass Through Expenses listed in Table 4 below, Xxxxxx Bank will pass such expenses to Manager as actual costs and without xxxx-up. Invoiced as occurs. Such Pass Through Expenses must be attributable to a Program of the Manager and substantiated by documentation from the applicable third party. Pass Through Expenses must be passed through to Manager within [***] from the date they are assessed/invoiced by the applicable third party, otherwise they will be considered waived. Pass Through Expenses that have not been disputed within [***] of receipt by Manager and that have been paid or deducted from Manager’s account are deemed paid in full. [***] [***] [***] [***] [***] [***] [***] [***]
Pass-Through Expenses. Unless a Quote provides for a fixed cost, in addition to the Fees provided in the Quote, Customer shall reimburse Datapath for its reasonable out-of-pocket expenses, including without limitation, travel expenses, lodging, meals, or other similar expenses, incurred by Datapath in performing the Services (“Expenses”). Any such Expenses will be billed at cost, invoiced monthly and paid as provided herein.
Pass-Through Expenses. (A) All Pass-Through Expenses are set forth in Schedule 5. HPES will arrange for delivery by third parties to HPES of invoices for Pass-Through Expenses, and HPES will promptly review such invoices and provide HPI with the original invoice, together with a statement identifying which charges are proper and valid and should be paid by HPI. HPI acknowledges that HPES will have no obligation to verify the accuracy of any taxes included on such original notice.
(B) HPES will use commercially reasonable efforts to minimize the amount of Pass-Through Expenses. With respect to services or materials paid for on a Pass-Through Expense basis, HPI reserves the right to: (1) obtain such services or materials directly from a third party; (2) designate the third party source for such services or materials; (3) designate the particular services or materials (e.g., Equipment make and model) HPES will obtain, provided that, if HPES demonstrates to HPI that such designation will have an adverse impact on HPES’ ability to meet the Service Levels, such designation will be subject to HPES’ approval; (4) designate the terms for obtaining such services or materials (e.g., purchase or lease, lump sum payment or payment over time); (5) require HPES to identify and consider multiple sources for such services or materials or to conduct a competitive procurement; and (6) review and approve the applicable Pass-Through Expenses before entering into a contract for particular services or materials.
