Centralized Services Charges Sample Clauses
The Centralized Services Charges clause defines how costs for shared or centralized services provided by one party to another are calculated and allocated. Typically, this clause outlines the types of services covered—such as IT support, administrative functions, or procurement—and specifies the basis for charging, which may be a fixed fee, a percentage of usage, or actual costs incurred. Its core function is to ensure transparency and fairness in the distribution of expenses related to centralized services, thereby preventing disputes and clarifying financial responsibilities between the parties.
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Centralized Services Charges. Manager and its Affiliates are entitled to be paid for any Centralized Services based on the reasonable estimate made by Manager and its Affiliates of the costs and expenses incurred in providing such services, which estimate of costs may include (i) equitably allocated salaries (including payroll taxes and employee benefits) of Manager’s and/or its Affiliates’ personnel involved in the provision of the Centralized Services and of Manager’s and/or its Affiliates’ personnel who may perform duties for the Timeshare Property and the Hotel and Casino and other properties designated by Manager and/or an Affiliate, (ii) overhead costs allocable to the provision of the Centralized Services, (iii) recovery of development costs, promotion costs, costs of operating, upgrading and maintaining such services and costs of all equipment employed in the rendition of such services. The costs for participating in the Centralized Services (collectively, the “Centralized Services Charges”) will be determined between the Hotel and Casino Property and the Timeshare Property as part of the Operating Plan in an equitable manner using sound accounting methodology and any practices used to determine such allocations to the Timeshare Property (including internal audits, if any) will be disclosed to Westgate upon written request. Any such Centralized Services Charges shall be included as part of the Operating Plan and the Operating Budget for the Timeshare Property. Any Centralized Service Charges shall be limited to the actual cost of provision thereof and shall not include any additional administrative fees and/or costs. In addition, if equipment and/or software is installed and maintained at the Timeshare Property in connection with the provision of any Centralized Services, all costs thereof will be charged to the operation of the Timeshare Property either as an Operating Cost or as a Capital Expense and/or Repair and Maintenance Expense, as determined by the terms herein.
Centralized Services Charges. Centralized Services Charges payable in accordance with Section 4.1.1 shall be due and payable to Manager monthly in arrears for the immediately preceding month within fifteen (15) days of delivery to Owner of the Monthly Report for such month. All Centralized Services Charges shall be set forth in the Monthly Reports. Any disputes regarding the Centralized Services Charges shall be referred to the Expert for Expert Resolution pursuant to Article XVII.
Centralized Services Charges. A. Fees for Centralized Services with respect to each Licensed Vacation Ownership Property (“Centralized Services Charges”) shall be determined by Starwood on a fair and commercially reasonable basis in a manner consistent with the manner in which such charges are made with respect to substantially all of the Branded Starwood Lodging Facilities or a category thereof in which the Licensed Vacation Ownership Property would be included if it was a Branded Starwood Lodging Facility receiving the services or participating in the programs and systems to which such fees, expenses or costs are applicable, subject to modifications agreed to in writing by Starwood and Vistana (including, without limitation, those due to differences between the Licensed Vacation Ownership Property and the Branded Starwood Lodging Facilities). The Centralized Services Charges may include amounts reasonably calculated to cover Starwood’s or its Affiliates’ overheads and other costs incurred in providing (or arranging for the provision of) the Centralized Services, including costs of personnel and equipment and developing, promoting, operating, maintaining and upgrading the Centralized Services and associated Starwood Technology. The Centralized Services Charges also may include fees and costs from third-party providers of Centralized Services, or if Starwood or its Affiliates pay such fees or costs directly, Vistana shall reimburse such amounts. Starwood may increase or decrease any Centralized Services Charges from time to time; provided that such changes are applicable to substantially all of the Branded Starwood Lodging Facilities or to a category thereof in which the Licensed Vacation Ownership Property would be included if it was a Branded Starwood Lodging Facility, subject to any appropriate modifications agreed to in writing by Starwood to reflect appropriate differences between the Branded Starwood Lodging Facilities and such Licensed Vacation Ownership Property. The Centralized Services Charges might not benefit all participants proportionately and Starwood and its Affiliates shall determine in their sole discretion how and when the Centralized Services Charges, including but not limited to funds collected for sales and marketing, are spent and allocated on behalf of a region, locality or subset of participants. The Centralized Services do not create any trust and Starwood and its Affiliates do not act as trustee or in any other fiduciary capacity with respect to the Centraliz...
Centralized Services Charges. 3.2.1 The Centralized Services Charges shall be paid monthly in arrears during the Operating Term, and each monthly installment shall be due five (5) business days after the date Manager furnishes to Owner the monthly operating report required by Section 2.6.2.
Centralized Services Charges. Centralized Services Charges will be paid by Tenant in accordance with Section 4.1.1.
Centralized Services Charges. 4.1.1.1 The following costs and expenses of Centralized Services provided to the Managed Facilities shall be paid by Owner as an Operating Expense of the Managed Facilities to the extent set forth in the Annual Budget (subject to Sections 5.1.4 and 5.1.5) or otherwise approved by Owner (the “Centralized Service Charges”):
(a) The actual costs incurred to third-parties for Third-Party Centralized Services provided to the Managed Facilities. In the event the cost of such Third-Party Centralized Services are incurred by CEOC or its Affiliates on an Owner-wide or enterprise basis, then a reasonable allocation of such costs as between the Managed Facilities and such other properties owned or operated by CEOC and its Affiliates that receive such services shall be paid by Owner as an Operating Expense;
(b) The reasonable costs of travel, food and lodging (without ▇▇▇▇-up) for any non-Managed Facilities staff of Manager or its Affiliates visiting the Managed Facilities for purposes of providing services related to the Operation of the Managed Facilities;
(c) To the extent that any employee of an Affiliate of Manager, including Corporate Personnel and other employees providing internal auditing services, shall be devoting substantially full time to a special project for the Managed Facilities which is extraordinary, nonrecurring and non-routine, if such special project has been approved by Owner or the cost of such project is set forth in the Annual Budget, then for the duration of such project an amount equal to one hundred thirty percent (130%) of the base salary of such employee shall be paid by Owner as an Operating Expense;
(d) To the extent that any Corporate Personnel shall be devoting substantially full time services solely to the Managed Facilities, then for the duration of the provision of such services, an amount equal to one hundred thirty percent (130%) of the base salary of such Corporate Personnel shall be paid by Owner as an Operating Expense;
(e) Fees for legal services provided by Affiliates of Manager on a per diem or other quantitative basis which is agreed upon by Owner and Manager in advance of the rendition of such services;
(f) All personnel and labor costs for the installation and maintenance of any games, equipment and Technology Systems at the Managed Facilities used in connection with the Centralized Services, on a per diem or other quantitative basis which is agreed upon by Owner and Manager in advance of the rendition of such services;...
Centralized Services Charges. Owner shall pay the Centralized Services Charges in arrears for all Centralized Services as described in Section 4.2 for the Manager Operated Areas for the immediately preceding Invoice Period (as defined below). Manager shall apply such Centralized Services Charges to the applicable Centralized Services.
Centralized Services Charges. “Centralized Services Charges” means the amounts that the Hyatt Group charges the Hotel for that Hotel’s equitably allocable share of the Centralized Services Costs attributable to the Centralized Services in which the Hotel participates (or is obligated to participate) as described above in this Exhibit C or periodically determined by the Hyatt Group.