Common use of Allocation of Fees and Expenses Clause in Contracts

Allocation of Fees and Expenses. Except as otherwise provided herein, to effect the intention of the parties that the economics of the CRS Business shall be for the account of the applicable Selling Entity up to the Effective Time and thereafter shall be for the account of Purchaser, all fees and expenses with respect to the CRS Business that related to both the period before and the period after the Effective Time, shall be prorated between Purchaser, on the one hand, and the applicable Selling Entity, on the other hand, based on the full amount of the latest available bills or statements on the basis of a three hundred sixty-five (365)-day calendar year (except to the extent accrued on a three hundred sixty (360)-day calendar year, in which case proration shall be based on a three hundred sixty (360)-day calendar year) as of the Effective Time. In furtherance of the foregoing, except as otherwise provided herein, (a) all operating expenses related to the CRS Business, as the case may be, including rent, utility, maintenance, and service expenses attributable to operations of the CRS Business until the Effective Time shall be paid by and shall be the obligation of the applicable Selling Entity; (b) all of such expenses attributable to operations of the CRS Business after the Effective Time shall be paid by and be the obligation of Purchaser; and (c) any rental income from subtenants or other third-party occupants of real property shall be prorated between Purchaser, on the one hand, and the applicable Selling Entity, on the other hand, as of the Closing Date. To the extent that any fees or expenses described in this Section 2.6 are not discovered or the actual amount thereof is not known prior to the final determination of the Final Closing Statement, the parties shall cooperate with one another so that the applicable Selling Entity and Purchaser each pays its appropriate share of any such fee or expense, depending upon whether such expense relates to the period before or after the Effective Time. For the avoidance of doubt, nothing in this Section 2.6 shall apply to the treatment of Taxes or employee matters.

Allocation of Fees and Expenses. Except as otherwise provided herein, to effect the intention of the parties that the economics of the CRS Transferred Business (except to the extent of the Banking Receivables and the Prepaid Expenses purchased by Purchaser pursuant to Section 2.1(a)(14) and Section 2.1(a)(15), respectively) shall be for the account of the applicable Selling Entity HSBC Seller up to the Effective Time Close of Business on the Closing Date and thereafter shall be for the account of Purchaser, Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement) all fees and expenses with respect to the CRS Transferred Business that related relate to both the period before and the period after the Effective TimeClosing Date, shall be prorated reflect a proration between PurchaserPurchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement), on the one hand, and the applicable Selling EntityHSBC Seller, on the other hand, based on the full amount of the latest available bills or statements on the basis of a three hundred sixty-five (365)-day calendar year (except to the extent accrued on a three hundred sixty (360)-day calendar year, in which case proration shall be based on a three hundred sixty (360)-day calendar year) as of the Effective TimeClose of Business on the Closing Date. In furtherance of the foregoing, except as otherwise provided herein, (a) all operating expenses related to the CRS Transferred Business, as the case may be, including including, but not limited to, rent, utility, maintenance, and service expenses attributable to operations of the CRS Transferred Business until the Effective Time Close of Business on the Closing Date shall be paid by and shall be the obligation of the applicable Selling Entity; (b) all HSBC Seller in accordance with the Primary Purchase Agreement. All of such expenses attributable to operations of the CRS Transferred Business after the Effective Time Close of Business on the Closing Date shall be paid by and be the obligation of Purchaser; . All real and personal property, use and other Taxes imposed on a time basis with respect to the Transferred Business shall reflect a proration between Purchaser (c) any as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement), on the one hand, and the applicable HSBC Seller, on the other hand, in the same manner based on the full amount of the Tax for the relevant period, unless such amount is not reasonably ascertainable, in which case the full amount of the Tax for the prior period shall be used. Any rental income from subtenants or other third-party occupants of real property shall be prorated also reflect a proration between PurchaserPurchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement), on the one hand, and the applicable Selling EntityHSBC Seller, on the other hand, as of the Close of Business on the Closing Date. To the extent that any Tax, fees or expenses described in this Section 2.6 3.3(b) are not discovered or the actual amount thereof is not known prior to the final determination of the Final Closing Statement, the parties shall cooperate with one another so that the applicable Selling Entity HSBC Seller and Purchaser each pays its appropriate share of any such fee or expense, depending upon whether such fee or expense relates to the period before or after the Effective TimeClose of Business on the Closing Date. For The parties intend that the avoidance of doubt, nothing pro rations provided for in this Section 2.6 3.1(b) shall apply be calculated in the same manner as provided for in Section 3.3(b) of the Primary Purchase Agreement, and Purchaser shall pay to Assignor (or to the treatment of Taxes applicable HSBC Seller if so directed by Assignor) any pro rations payable by Purchaser hereunder and Assignor shall pay (or employee mattersshall use commercially reasonable efforts to cause HSBC to pay directly to Purchaser) any pro rations owing to Purchaser.

Allocation of Fees and Expenses. Except as otherwise provided herein, to effect the intention of the parties that the economics of the CRS Transferred Business (except to the extent of the Banking Receivables and the Prepaid Expenses purchased by Purchaser pursuant to Section 2.1(a)(13) and Section 2.1(a)(14), respectively) shall be for the account of the applicable Selling Entity HSBC Seller up to the Effective Time Close of Business on the Closing Date and thereafter shall be for the account of Purchaser, Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement) all fees and expenses with respect to the CRS Transferred Business that related relate to both the period before and the period after the Effective TimeClosing Date, shall be prorated reflect a proration between PurchaserPurchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement), on the one hand, and the applicable Selling EntityHSBC Seller, on the other hand, based on the full amount of the latest available bills or statements on the basis of a three hundred sixty-five (365)-day calendar year (except to the extent accrued on a three hundred sixty (360)-day calendar year, in which case proration shall be based on a three hundred sixty (360)-day calendar year) as of the Effective TimeClose of Business on the Closing Date. In furtherance of the foregoing, except as otherwise provided herein, (a) all operating expenses related to the CRS Transferred Business, as the case may be, including including, but not limited to, rent, utility, maintenance, and service expenses attributable to operations of the CRS Transferred Business until the Effective Time Close of Business on the Closing Date shall be paid by and shall be the obligation of the applicable Selling Entity; (b) all HSBC Seller in accordance with the Primary Purchase Agreement. All of such expenses attributable to operations of the CRS Transferred Business after the Effective Time Close of Business on the Closing Date shall be paid by and be the obligation of Purchaser; . All real and personal property, use and other Taxes imposed on a time basis with respect to the Transferred Business shall reflect a proration between Purchaser (c) any as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement), on the one hand, and the applicable HSBC Seller, on the other hand, in the same manner based on the full amount of the Tax for the relevant period, unless such amount is not reasonably ascertainable, in which case the full amount of the Tax for the prior period shall be used. Any rental income from subtenants or other third-party occupants of real property shall be prorated also reflect a proration between PurchaserPurchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement), on the one hand, and the applicable Selling EntityHSBC Seller, on the other hand, as of the Close of Business on the Closing Date. To the extent that any Tax, fees or expenses described in this Section 2.6 3.3(b) are not discovered or the actual amount thereof is not known prior to the final determination of the Final Closing Statement, the parties shall cooperate with one another so that the applicable Selling Entity HSBC Seller and Purchaser each pays its appropriate share of any such fee or expense, depending upon whether such fee or expense relates to the period before or after the Effective TimeClose of Business on the Closing Date. For The parties intend that the avoidance of doubt, nothing pro rations provided for in this Section 2.6 3.1(b) shall apply be calculated in the same manner as provided for in Section 3.3(b) of the Primary Purchase Agreement, and Purchaser shall pay to Assignor (or to the treatment of Taxes applicable HSBC Seller if so directed by Assignor) any pro rations payable by Purchaser hereunder and Assignor shall pay (or employee mattersshall use commercially reasonable efforts to cause HSBC to pay directly to Purchaser) any pro rations owing to Purchaser.

Allocation of Fees and Expenses. Except as otherwise provided herein, to effect the intention of the parties that the economics of the CRS Transferred Business (except to the extent of the Banking Receivables and the Prepaid Expenses purchased by Purchaser pursuant to Section 2.1(a)(14) and Section 2.1(a)(15), respectively) shall be for the account of the applicable Selling Seller Entity up to the Effective Time Close of Business on the Closing Date and thereafter shall be for the account of Purchaser, all fees and expenses with respect to the CRS Transferred Business that related to both the period before and the period after the Effective TimeClosing Date, shall be prorated between Purchaser, on the one hand, and the applicable Selling Seller Entity, on the other hand, based on the full amount of the latest available bills or statements on the basis of a three hundred sixty-five (365)-day calendar year (except to the extent accrued on a three hundred sixty (360)-day calendar year, in which case proration shall be based on a three hundred sixty (360)-day calendar year) as of the Effective TimeClose of Business on the Closing Date. In furtherance of the foregoing, except as otherwise provided herein, (a) all operating expenses related to the CRS Transferred Business, as the case may be, including including, but not limited to, rent, utility, maintenance, and service expenses attributable to operations of the CRS Transferred Business until the Effective Time Close of Business on the Closing Date shall be paid by and shall be the obligation of the applicable Selling Seller Entity; (b) all . All of such expenses attributable to operations of the CRS Transferred Business after the Effective Time Close of Business on the Closing Date shall be paid by and be the obligation of Purchaser; . All real and (c) any personal property, use and other Taxes imposed on a time basis with respect to the Transferred Business shall be prorated between Purchaser, on the one hand, and the applicable Seller Entity, on the other hand, in the same manner based on the full amount of the Tax for the relevant period, unless such amount is not reasonably ascertainable, in which case the full amount of the Tax for the prior period shall be used. Any rental income from subtenants or other third-party occupants of real property shall also be prorated between Purchaser, on the one hand, and the applicable Selling Seller Entity, on the other hand, as of the Close of Business on the Closing Date. To the extent that any Tax, fees or expenses described in this Section 2.6 3.3(b) are not discovered or the actual amount thereof is not known prior to the final determination of the Final Closing Statement, the parties shall cooperate with one another so that the applicable Selling Seller Entity and Purchaser each pays its appropriate share of any such fee or expense, depending upon whether such fee or expense relates to the period before or after the Effective Time. For Close of Business on the avoidance of doubt, nothing in this Section 2.6 shall apply to the treatment of Taxes or employee mattersClosing Date.

Allocation of Fees and Expenses. Except as otherwise provided herein, to effect the intention of the parties Parties that the economics of the CRS Business Transferred Operations (except to the extent of the Banking Receivables and the Prepaid Expenses purchased by Purchaser pursuant to Section 2.1(a)(12) and Section 2.1(a)(13), respectively) shall be for the account of the applicable Selling Entity Seller up to the Effective Time and thereafter shall be for the account of Purchaser, all fees and expenses with respect to the CRS Business Transferred Operations that related to both the period before and the period from and after the Effective TimeClosing Date, shall be prorated between Purchaser, on the one hand, and the applicable Selling EntitySeller, on the other hand, based on the full amount of the latest available bills or statements on the basis of a three hundred sixty-five (365)-day calendar year (except to the extent accrued on a three hundred sixty (360)-day calendar year, in which case proration shall be based on a three hundred sixty (360)-day calendar year) as of the Effective Time. In furtherance of the foregoing, except as otherwise provided herein, (a) all operating expenses related to the CRS BusinessTransferred Operations, as the case may be, including rent, utility, maintenance, insurance premiums payable to the FDIC attributable to insurance coverage for the Assumed Deposits, fees for customary annual or periodic licenses or permits, and service expenses attributable to operations of the CRS Business Transferred Operations until the Effective Time shall be paid by and shall be the obligation of the applicable Selling Entity; (b) all Seller. All of such expenses attributable to operations of the CRS Business Transferred Operations after the Effective Time shall be paid by and be the obligation of Purchaser; and (c) any . Any rental income from subtenants or other third-party occupants of real property shall also be prorated between Purchaser, on the one hand, and the applicable Selling EntitySeller, on the other hand, as of the Closing DateEffective Time. To the extent that any fees or expenses described in this Section 2.6 3.2(b) are not discovered or the actual amount thereof is not known prior to the final determination of the Final Closing Statement, the parties Parties shall cooperate with one another so that the applicable Selling Entity Seller and Purchaser each pays its appropriate share of any such fee or expense, depending upon whether such expense relates to the period before or after the Effective Time. For the avoidance of doubt, nothing in this Section 2.6 3.2(b) shall apply to the treatment of Taxes or employee matters.

Allocation of Fees and Expenses. Except as otherwise provided herein, to effect the intention of the parties that the economics of the CRS Transferred Business (except to the extent of the Banking Receivables and the Prepaid Expenses purchased by Purchaser pursuant to Section 2.1(a)(13) and Section 2.1(a)(14), respectively) shall be for the account of the applicable Selling Seller Entity up to the Effective Time Close of Business on the Closing Date and thereafter shall be for the account of Purchaser, all fees and expenses with respect to the CRS Transferred Business that related to both the period before and the period after the Effective TimeClosing Date, shall be prorated between Purchaser, on the one hand, and the applicable Selling Seller Entity, on the other hand, based on the full amount of the latest available bills or statements on the basis of a three hundred sixty-five (365)-day calendar year (except to the extent accrued on a three hundred sixty (360)-day calendar year, in which case proration shall be based on a three hundred sixty (360)-day calendar year) as of the Effective TimeClose of Business on the Closing Date. In furtherance of the foregoing, except as otherwise provided herein, (a) all operating expenses related to the CRS Transferred Business, as the case may be, including including, but not limited to, rent, utility, maintenance, and service expenses attributable to operations of the CRS Transferred Business until the Effective Time Close of Business on the Closing Date shall be paid by and shall be the obligation of the applicable Selling Seller Entity; (b) all . All of such expenses attributable to operations of the CRS Transferred Business after the Effective Time Close of Business on the Closing Date shall be paid by and be the obligation of Purchaser; . All real and (c) any personal property, use and other Taxes imposed on a time basis with respect to the Transferred Business shall be prorated between Purchaser, on the one hand, and the applicable Seller Entity, on the other hand, in the same manner based on the full amount of the Tax for the relevant period, unless such amount is not reasonably ascertainable, in which case the full amount of the Tax for the prior period shall be used. Any rental income from subtenants or other third-party occupants of real property shall also be prorated between Purchaser, on the one hand, and the applicable Selling Seller Entity, on the other hand, as of the Close of Business on the Closing Date. To the extent that any Tax, fees or expenses described in this Section 2.6 3.3(b) are not discovered or the actual amount thereof is not known prior to the final determination of the Final Closing Statement, the parties shall cooperate with one another so that the applicable Selling Seller Entity and Purchaser each pays its appropriate share of any such fee or expense, depending upon whether such fee or expense relates to the period before or after the Effective Time. For Close of Business on the avoidance of doubt, nothing in this Section 2.6 shall apply to the treatment of Taxes or employee mattersClosing Date.

Allocation of Fees and Expenses. Except as otherwise provided herein, to effect the intention of the parties that the economics of the CRS Business Banking Centers shall be for the account of the applicable Selling Entity Seller up to the Effective Time Close of Business on the Closing Date and thereafter shall be for the account of Purchaser, all fees and expenses with respect to the CRS Business Banking Centers that related to both the period before and the period after the Effective TimeClosing Date, shall be prorated between Purchaser, on the one hand, and the applicable Selling EntitySeller, on the other hand, based on the full amount of the latest available bills or statements on the basis of a three hundred sixty-five (365)-day calendar year (except to the extent accrued on a three hundred sixty (360)-day calendar year, in which case proration shall be based on a three hundred sixty (360)-day calendar year) as of the Effective TimeClose of Business on the Closing Date. In furtherance of the foregoing, except as otherwise provided herein, (a) all operating expenses related to the CRS BusinessBanking Centers, as the case may be, including including, but not limited to, rent, utility, maintenance, and service expenses attributable to operations of the CRS Business Banking Centers until the Effective Time Close of Business on the Closing Date shall be paid by and shall be the obligation of the applicable Selling Entity; (b) all Seller. All of such expenses attributable to operations of the CRS Business Banking Centers after the Effective Time Close of Business on the Closing Date shall be paid by and be the obligation of Purchaser; . All real and (c) any personal property, use and other Taxes imposed on a time basis with respect to the Banking Centers shall be prorated between Purchaser, on the one hand, and Seller, on the other hand, in the same manner based on the full amount of the Tax for the relevant period, unless such amount is not reasonably ascertainable, in which case the full amount of the Tax for the prior period shall be used. Any rental income from subtenants or other third-party occupants of real property shall also be prorated between Purchaser, on the one hand, and the applicable Selling EntitySeller, on the other hand, as of the Close of Business on the Closing Date. To the extent that any Tax, fees or expenses described in this Section 2.6 3.3(b) are not discovered or the actual amount thereof is not known prior to the final determination of the Final Closing Statement, the parties shall cooperate with one another so that the applicable Selling Entity Seller and Purchaser each pays its appropriate share of any such fee or expense, depending upon whether such fee or expense relates to the period before or after the Effective Time. For Close of Business on the avoidance of doubt, nothing in this Section 2.6 shall apply to the treatment of Taxes or employee mattersClosing Date.

Allocation of Fees and Expenses. Except as otherwise provided herein, to effect the intention of the parties that the economics of the CRS Transferred Business (except to the extent of the Banking Receivables and the Prepaid Expenses purchased by Purchaser pursuant to Section 2.1(a)(14) and Section 2.1(a)(15), respectively) shall be for the account of the applicable Selling Entity Seller up to the Effective Time Close of Business on the Closing Date and thereafter shall be for the account of Purchaser, all fees and expenses with respect to the CRS Transferred Business that related relate to both the period before and the period after the Effective TimeClosing Date, shall be prorated reflect a proration between Purchaser, on the one hand, and the applicable Selling EntitySeller, on the other hand, based on the full amount of the latest available bills or statements on the basis of a three hundred sixty-five (365)-day calendar year (except to the extent accrued on a three hundred sixty (360)-day calendar year, in which case proration shall be based on a three hundred sixty (360)-day calendar year) as of the Effective TimeClose of Business on the Closing Date. In furtherance of the foregoing, except as otherwise provided herein, (a) all operating expenses related to the CRS Transferred Business, as the case may be, including rent, utility, maintenance, and service expenses attributable to operations of the CRS Transferred Business until the Effective Time Close of Business on the Closing Date shall be paid by and shall be the obligation of the applicable Selling Entity; (b) all Seller. All of such expenses attributable to operations of the CRS Transferred Business after the Effective Time Close of Business on the Closing Date shall be paid by and be the obligation of Purchaser; . All real and (c) any personal property, use and other Taxes imposed on a time basis with respect to the Transferred Business shall reflect a proration between Purchaser, on the one hand, and Seller, on the other hand, in the same manner based on the full amount of the Tax for the relevant period, unless such amount is not reasonably ascertainable, in which case the full amount of the Tax for the prior period shall be used. Any rental income from subtenants or other third-party occupants of real property shall be prorated also reflect a proration between Purchaser, on the one hand, and the applicable Selling EntitySeller, on the other hand, as of the Close of Business on the Closing Date. To the extent that any Tax, fees or expenses described in this Section 2.6 3.3 are not discovered or the actual amount thereof is not known prior to the final Table of Contents determination of the Final Closing Statement, the parties Seller and Purchaser shall cooperate with one another so that the applicable Selling Entity Seller and Purchaser each pays its appropriate share of any such fee or expense, depending upon whether such fee or expense relates to the period before or after the Effective Time. For Close of Business on the avoidance of doubt, nothing in this Section 2.6 shall apply to the treatment of Taxes or employee mattersClosing Date.