Allocation of Charges. There is not any agreement or understanding between the Servicer and the Borrower (other than as expressly set forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges; provided that it is understood and acknowledged that the Borrower will be consolidated with the Servicer for tax purposes.
Allocation of Charges. There is not any agreement or understanding between any Borrower Advisor and the Borrower (other than the Transaction Documents and other than as expressly set forth herein, as disclosed in writing to the Administrative Agent prior to the Closing Date, or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges.
Allocation of Charges. There is no agreement or understanding between the Servicer and the Borrower (other than as expressly set forth herein), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges. (bb)
Allocation of Charges. To determine the applicable Charges due to Operator by Customer, Operator shall allocate, pro rata on a volumetric basis, such charges to Customer and any other customers utilizing the Railcar Fleet. In the event regulations are adopted to address concerns related to safety of Railcars that require the replacement or retrofitting of Railcars to comply with such regulations (“Railcar Safety Regulations”), Operator shall, in its sole discretion, be permitted to exercise its reasonable judgment to determine either to retrofit or replace a Railcar (the “Railcar Determination”). To the extent Customer disagrees with the allocable Charges or the Railcar Determination, then either Party may notify the other of its request to have an industry expert determine such disputed allocable Charges or the Railcar Determination (the Party to give such a notice, the “Notifying Party”, and the recipient of such a notice, the “Notice Receiving Party”). Upon the receipt of such a request for an industry expert determination from the Notifying Party, the Notifying Party and Notice Receiving Party shall confer in good faith for up to five business days to agree on the selection of an industry expert to determine, to the extent disputed, the allocable Charges or the Railcar Determination. If the Parties are unable to agree upon the selection of an industry expert, each Party shall select an industry expert and the two industry experts so selected will select a Person to serve as the industry expert. Following such selection of an industry expert, each Party shall present to the industry expert a written statement of its position on the allocable Charges or the Railcar Determination not later than thirty (30) days after the selection of such industry expert. The decision of the industry expert will be conclusive, binding upon, and non-appealable by the Parties. The costs and expenses of the industry expert shall be shared equally by the Parties.
Allocation of Charges. Schedule 1.02(d) sets forth charges for license and permit fees, rent, utilities, taxes, and additional charges relating to assets purchased or liabilities assumed by Purchaser, with Sellers to bear such charges accruing on or before the Closing Date, and
Allocation of Charges. The determination of whether any Services shall be characterized as Base Services (other than Technology Development Services) or as Technology Development Services shall be made solely on the basis of the nature of the task to be performed (e.g., maintenance versus software development resulting in new functionality) and without regard to the job designation or training of the individual carrying out the applicable task.
Allocation of Charges. Schedule 1.3 attached hereto sets forth all charges with respect to rent and utilities. Such charges shall be allocated between Purchaser and Seller, and such apportionment will be paid to the party owed therefor upon the Closing Date, with Seller bearing such charges that accrue on or before the Closing Date and Purchaser bearing such charges that accrue thereafter. If Purchaser and Seller shall be unable to resolve any dispute with respect to the allocation of certain charges and expenses under this Section 1.3 within ten (10) Business Days after delivery by either Seller or Purchaser of its written objection in connection therewith to the other, such dispute shall be submitted (at the expense of the party hereto making such objection) to a nationally reputable certified public accounting firm reasonably acceptable to both parties. The decision of such accounting firm with respect to any such dispute shall be conclusive and binding upon the parties hereto.
Allocation of Charges. COUNTY and TOWN will semi-annually compare calculated charges in Exhibits B through F in writing. If charges from COUNTY are greater than charges from TOWN, TOWN will pay COUNTY the total of Exhibit B plus fare reimbursement charges from COUNTY in Exhibit E, minus the total of Exhibit C minus Exhibit D minus fare reimbursement charges from TOWN in Exhibit F. If charges from TOWN are greater than charges from COUNTY, COUNTY will pay TOWN the total of Exhibit C plus Exhibit D plus fare reimbursement charges from TOWN in Exhibit F minus the total of Exhibit B minus fare reimbursement charges from COUNTY in Exhibit E.