Common use of Calculation of Centralized Services Charges Clause in Contracts

Calculation of Centralized Services Charges. The amounts charged to the Managed Facilities for the Centralized Services (the “Centralized Services Charges”) shall be determined as follows: the sum of (a) such amounts that have been historically “allocated” to the Managed Facilities will continue to be done in a manner consistent with past practices, and (b) such amounts that have been historically “unallocated” and incurred in performance of the Centralized Services and fairly and equitably allocated to the Managed Facilities on the same basis as such amounts are determined for substantially all of the Other Managed Resorts that are participating in such Centralized Services and in a manner that is commercially reasonable and Non-Discriminatory to the Managed Facilities, and may include a reasonable allocation of amounts reasonably calculated to cover the overhead and other costs incurred by Manager or its Affiliates (as applicable) in providing (or arranging for the provision of) such Centralized Services, including: (i) compensation and employee benefits of Corporate Personnel directly involved in providing the Centralized Services; (ii) recovery of development costs and promotion costs for such Centralized Services; (iii) costs of equipment employed in providing the Centralized Services; and (iv) costs of operating, maintaining and upgrading the Centralized Services. In addition, Owner shall pay all costs for the installation and maintenance of any equipment and Technology Systems at the Managed Facilities used in connection with the Centralized Services. Manager, its Affiliates and any third-party providing any Centralized Services shall have the right to increase or decrease any or all of the Centralized Services Charges from time to time, upon notice to Owner, provided that any such changes in the services and/or charges for such Centralized Services are commercially reasonable and are applied on a Non-Discriminatory basis.

Calculation of Centralized Services Charges. The amounts charged to the Managed Facilities Manager Operated Areas for the Centralized Services (the “Centralized Services Charges”) shall be determined as follows: the sum of (a) such amounts that have been historically “allocated” to the Other Managed Facilities Resorts will continue to be done in a manner consistent with past practices, and (b) such amounts that have been historically “unallocated” and incurred in performance of the Centralized Services and fairly and equitably allocated to the Managed Facilities Resort on the same basis as such amounts are determined for substantially all of the Other Managed Resorts that are participating in such Centralized Services and in a manner that is commercially reasonable and Non-Discriminatory to the Managed FacilitiesServices, and may include a reasonable allocation of amounts reasonably calculated to cover the overhead and other costs incurred by Manager Manager, HOC or its their Affiliates (as applicable) in providing (or arranging for the provision of) such Centralized Services, including, but not limited to: (i) compensation and employee benefits of Corporate Personnel directly involved in providing the Centralized Services; (ii) recovery of development costs and promotion costs for such Centralized Services; (iii) costs of equipment employed in providing the Centralized Services; and (iv) costs of operating, maintaining and upgrading the Centralized Services. In addition, Owner shall pay all costs for the installation and maintenance of any equipment and Technology Systems at the Managed Facilities Manager Operated Areas used in connection with the Centralized Services. Manager, its Affiliates and any third-party providing any Centralized Services shall have the right to increase or decrease any or all of the Centralized Services Charges from time to time, upon notice to Owner, provided that any such changes in the services and/or charges for such Centralized Services are commercially reasonable and Charges are applied on to a Non-Discriminatory basismajority of the Other Managed Resorts.