Common use of Service Fees and Expenses Clause in Contracts

Service Fees and Expenses. MCK will pay each month (unless otherwise set forth in the Service Schedule with respect to any Service) to NewCo the fees specified for each Service rendered during such month as set forth on the Service Schedule (“Service Fees”); provided, that any additional amendments to the Service Schedule or new services will be provided at NewCo’s actual cost; provided further, that beginning April 1, 2018, NewCo may adjust the Service Fees for all outstanding Services by two percent annually to reflect inflationary increases1. Except as expressly set forth in this Agreement, all Service Fees are nonrefundable. NewCo will be entitled to reimbursement for any reasonable out-of-pocket travel-related additional costs or expense for transportation, accommodations or other travel-related expenses, where such travel has been pre-approved by MCK, incurred in connection with the performance of the Services. Such travel-related expenses will follow NewCo’s then-current corporate travel policy. If NewCo agrees to provide any services other than the Services described in this Agreement, such services will be provided on a time and materials basis at NewCo’s standard rates then in effect for such services, with fees and expenses therefor invoiced by NewCo to MCK on a monthly basis and paid in accordance with this Article 2. For the avoidance of doubt, to the extent MCK is required, due to a Force Majeure Event (as defined below), to engage a third-party service provider to provide replacement Services, the amount payable to NewCo hereunder shall be reduced by the Service Fees attributable to such Services but not below zero.

Appears in 10 contracts

Samples: Transition Services Agreement, Transition Services Agreement (PF2 SpinCo, Inc.), Transition Services Agreement (PF2 SpinCo, Inc.)

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Service Fees and Expenses. MCK NewCo will pay each month (unless otherwise set forth in the Service Schedule with respect to any Service) to NewCo MCK the fees specified for each Service rendered during such month as set forth on the Service Schedule (“Service Fees”); , provided, that any additional amendments to the Service Schedule or new services will be provided at NewCo’s actual cost; provided further, that beginning April 1, 2018, NewCo MCK may adjust the Service Fees for all outstanding Services by two percent annually to reflect inflationary increases1increases. The indicated Service Fees are calculated for MCK to provide the Services at cost, consistent with MCK’s allocated cost or pass-through charges from third-parties consistently applied across MCK’s business units. Except as the parties may otherwise agree, the Service Fees for the Services shall be consistent with the prices contemplated for Services in the Day 1 TSA Cost Structure shared with Change Healthcare, Inc. prior to the signing of the Contribution Agreement (it being understood that the foregoing shall not apply to the extent there are any increases in any third-party costs). Except as expressly set forth in this Agreement, all Service Fees are nonrefundable. NewCo MCK will be entitled to reimbursement for any reasonable out-of-pocket travel-related additional costs or expense for transportation, accommodations or other travel-related expenses, where such travel has been pre-approved by MCKNewCo, incurred in connection with the performance of the Services. Such travel-related expenses will follow NewCoMCK’s then-current corporate travel policy. If NewCo MCK agrees to provide any services other than the Services described in this Agreement, such services will be provided on a time and materials basis at NewCoMCK’s standard rates then in effect for such services, with fees and expenses therefor invoiced by MCK to NewCo to MCK on a monthly basis and paid in accordance with this Article 2. For the avoidance of doubt, to the extent MCK NewCo is required, due to a Force Majeure Event (as defined below), to engage a third-party service provider to provide replacement Services, the amount payable to NewCo MCK hereunder shall be reduced by the Service Fees attributable to such Services but not below zero.

Appears in 9 contracts

Samples: Transition Services Agreement, Transition Services Agreement (PF2 SpinCo, Inc.), Transition Services Agreement (Change Healthcare Inc.)

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Service Fees and Expenses. MCK NewCo will pay each month (unless otherwise set forth in the Service Schedule with respect to any Service) to NewCo MCK the fees specified for each Service rendered during such month as set forth on the Service Schedule (“Service Fees”); provided. The Table of Contents indicated Service Fees are calculated for MCK to provide the Services at cost, that any additional amendments to consistent with MCK’s allocated cost or pass-through charges from third-parties consistently applied across MCK’s business units. Except as the Service Schedule or new services will be provided at NewCo’s actual cost; provided furtherparties may otherwise agree, that beginning April 1, 2018, NewCo may adjust the Service Fees for all outstanding the Services by two percent annually shall be consistent with the prices contemplated for Services in the Day 1 TSA Cost Structure shared with Change Healthcare, Inc. prior to reflect inflationary increases1the signing of the Contribution Agreement (it being understood that the foregoing shall not apply to the extent there are any increases in any third-party costs). Except as expressly set forth in this Agreement, all Service Fees are nonrefundable. NewCo MCK will be entitled to reimbursement for any reasonable out-of-pocket travel-related additional costs or expense for transportation, accommodations or other travel-related expenses, where such travel has been pre-approved by MCKNewCo, incurred in connection with the performance of the Services. Such travel-related expenses will follow NewCoMCK’s then-current corporate travel policy. If NewCo MCK agrees to provide any services other than the Services described in this Agreement, such services will be provided on a time and materials basis at NewCoMCK’s standard rates then in effect for such services, with fees and expenses therefor invoiced by MCK to NewCo to MCK on a monthly basis and paid in accordance with this Article 2. For the avoidance of doubt, to the extent MCK NewCo is required, due to a Force Majeure Event (as defined below), to engage a third-party service provider to provide replacement Services, the amount payable to NewCo MCK hereunder shall be reduced by the Service Fees attributable to such Services but not below zero.

Appears in 1 contract

Samples: Agreement of Contribution and Sale (Change Healthcare Holdings, Inc.)

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