Common use of Costs and Disbursements Clause in Contracts

Costs and Disbursements. (a) Each Party (or its designee) shall pay to the other Party providing, or causing to be provided, the applicable Service or Facility a monthly fee for such Service or access to such Facility as set forth therefor in the applicable Schedule hereto, and with respect to an Additional Service or Additional Facility, the monthly fee shall be the applicable Provider’s internal and external costs and expenses of providing such Additional Services or access to such Additional Facilities, plus any costs associated with migrating data or otherwise preparing any Additional Services or access to any Additional Facilities to be provided under this Agreement (each aggregate fee calculated in accordance with this provision constituting a “Service Charge” and, collectively, the “Service Charges”); provided, however, that a fee for a Service or Facility not provided or made available hereunder for a full month shall be pro-rated for the portion of such month provided or made available. During the Term, the amount of a Service Charge for any Services or access to Facilities shall not increase, except to the extent that there is an increase after the Distribution Date in the costs actually incurred by the Provider in providing such Services or access to Facilities, including as a result of (i) an increase in the amount of such Services or access to Facilities being provided to the Recipient (as compared to the amount of the Services or access to Facilities underlying the determination of a Service Charge), (ii) an increase in the rates or charges imposed by any third-party provider that is providing goods or services used by the Provider in providing the Services or access to Facilities (as compared to the rates or charges underlying a Service Charge), (iii) an increase in the payroll or benefits for any personnel used by the Provider in providing the Services or access to Facilities, or (iv) any increase in costs relating to any changes requested by the Recipient in the nature of the Services or access to Facilities provided (including relating to newly installed products or equipment or any upgrades to existing products or equipment).

Costs and Disbursements. (a) Each Party (Except as otherwise provided in this Agreement or its designee) in the Schedules, Parent shall pay to SpinCo or its designee as specified in writing by the other Party providingSpinCo Services Manager, and SpinCo shall pay to Parent or causing to be providedits designee as specified in writing by the Parent Services Manager, the applicable Service or Facility a monthly fee for such Service the Services (or access to such Facility category of Services, as set forth therefor applicable) as provided for in the relevant Schedule or as calculated using the cost basis methodology provided for in the relevant Schedule, as applicable Schedule hereto, and with respect to an Additional Service or Additional Facility, the monthly fee shall be the applicable Provider’s internal and external costs and expenses of providing such Additional Services or access to such Additional Facilities, plus any costs associated with migrating data or otherwise preparing any Additional Services or access to any Additional Facilities to be provided under this Agreement (each aggregate fee calculated in accordance with this provision constituting a “Service Charge” and, collectively, the “Service Charges”); provided, however, that a fee for a Service or Facility not provided or made available hereunder for a full month shall be pro-rated for the portion of such month provided or made available. During the Termterm of this Agreement, the amount of a Service Charge for any Services (or access to Facilities category of Services, as applicable) shall not increase, increase except to the extent that there is an evidenced increase after the Distribution Date date hereof in the costs actually incurred by the Provider in providing such Services or access to FacilitiesServices, including as a result of (i) an increase in the amount scope or volume of such Services or access to Facilities being provided to the Recipient (as compared to the amount of the Services or access to Facilities underlying the determination of a Service Charge)) that is (and to the extent) requested in writing by Recipient, (ii) an increase in the rates or charges imposed by Provider’s service providers or any other third-party provider that is providing goods or services used by the Provider in providing the Services or access to Facilities (as compared to the rates or charges underlying a Service Charge), (iii) an increase in the ordinary course of payroll or benefits for any personnel employees used by the Provider in providing the Services or access Services, including, for the avoidance of doubt, retention payments (but only to Facilitiesthe extent market-based), or (iv) any increase in costs relating to any changes requested by the Recipient in the nature scope, quality, nature, duration or quantity of the Services provided or access how the Services are provided that are (and to Facilities provided the extent) requested in writing by Recipient (including relating to newly installed products or equipment or any upgrades to existing products or equipment) or (v) an increase in costs resulting from a reasonable change in the pricing methodology for a particular Service, provided that Provider is implementing the same change with respect to all of its businesses or divisions that utilize the Service; provided, that, with respect to the Services set forth in Schedule B or Schedule D, the foregoing clause (i) shall constitute the sole basis for any increase in Service Charges set forth in Schedule B or Schedule D. Upon reasonable determination by a Provider that a basis for the increase of a Service Charge set forth in the immediately preceding sentence exists, such Provider shall notify Recipient in writing of the basis for such increase and the amount of such increase (with such supporting documentation as Recipient may reasonably request, subject to any obligations of confidentiality to which Provider is subject, it being agreed that Provider will use reasonable best efforts to obtain any waivers or consents necessary to disclose such confidential information to Recipient, as long as Recipient agrees to keep such information confidential on customary terms), and the appropriate Schedule shall be amended to reflect such increased Service Charge and such increased Service Charge shall thereafter, from the beginning of the immediately following month, be deemed to be the Service Charge for the relevant Service hereunder. If at any time Provider believes that the Service Charges are otherwise materially insufficient to compensate it for the cost of providing the Services it is obligated to provide hereunder for reasons other than those set forth above in clauses (i) to (v), Provider shall notify Recipient and the Parties shall commence good faith negotiations toward an agreement as to the appropriate course of action with respect to pricing of such Services for future periods. If Provider and Recipient are unable to agree upon a modification for Services where Provider believes Service Charges are materially insufficient to compensate it for the cost of providing the Services, Provider may cease providing the Service, subject to the dispute resolution provisions in ARTICLE VII and the termination provisions in ARTICLE IX. For the avoidance of doubt, in no event shall Recipient be charged more than once for the same increase in Service Charges notwithstanding that such increase may result from more than one of the causes set forth in clauses (i) through (v) of the second sentence of this Section 5.01(a) or other causes.

Costs and Disbursements. (a) Each Party (or its designee) Recipient shall pay to the other Party providing, or causing to be provided, Provider a fee for the applicable Service or Facility a monthly fee for such Service or access to such Facility as set forth therefor in the schedules, which fee shall, except as otherwise set forth in the schedules, be equal to the Provider’s calculation, based upon commercially reasonable metrics, of the actual cost (with mark-up, if necessary, to comply with applicable Schedule heretotransfer pricing principles under Section 482 of the Internal Revenue Code and/or Section 247 of the Tax Act, as the case may be), of providing such Services or Facility to the Recipient, and with respect to an Additional Service or Additional Facility, the monthly fee shall be the applicable Provider’s internal and external costs and expenses of providing such Additional Services or access to such Additional Facilities, plus any costs associated with migrating data or otherwise preparing any Additional Services or access to any Additional Facilities (with mark-up, if necessary, to be provided comply with applicable transfer pricing principles under this Agreement Section 482 of the Internal Revenue Code and/or Section 247 of the Tax Act, as the case may be), as agreed between the Parties (each aggregate fee calculated in accordance with this provision constituting a “Service Charge” and, collectively, the “Service Charges”); provided, however, that a any monthly fee for a Service or Facility not provided or made available hereunder for a full month shall be pro-rated prorated for the portion of such month provided or made available. During Except as set forth on a schedule hereto, and subject to Section 2.07, during the Term, the amount of a Service Charge for any Services or access to Facilities shall not increase, except to the extent that there is an increase after the Distribution Effective Date in the costs actually incurred by the Provider in providing such Services or access to Facilities, including Facilities as a result of (i) an increase in the amount of such Services or access to Facilities being provided to the Recipient (as compared to the amount of the Services or access to Facilities underlying the determination of a Service Charge), (ii) an increase in the rates or charges imposed by any third-party provider that is providing goods or services used by the Provider in providing the Services or access to Facilities (as compared to the rates or charges underlying a Service Charge), or (iiiii) an increase in the payroll or benefits (including any retention payments) for any personnel used by the Provider in providing the Services or access Facilities. Further, except as set forth in the schedules hereto, and subject to FacilitiesSection 2.07, or (iv) during the Term, the Recipient shall reimburse the Provider for any increase in costs relating to any changes requested reasonable incremental and documented out-of-pocket expenses incurred by the Recipient Provider’s personnel in connection with performing the nature of the Services or access to Facilities provided (including relating to newly installed products or equipment or any upgrades to existing products or equipment)Services.

Costs and Disbursements. (a) Each Party (or its designee) shall pay to the other Party providing, or causing to be provided, the applicable Service or Facility a monthly fee for such Service or access to such Facility as set forth therefor in the applicable Schedule hereto, and with respect to an Additional Service or Additional Facility, the monthly fee shall be the applicable Provider’s internal and external costs and expenses of providing such Additional Services or access to such Additional Facilities, plus any costs associated with migrating data or otherwise preparing any Additional Services or access to any Additional Facilities to be provided under this Agreement (each aggregate fee calculated in accordance with this provision constituting a “Service Charge” and, collectively, the “Service Charges”); provided, however, that a fee for a Service or Facility not provided or made available hereunder for a full month shall be pro-rated for the portion of such month provided or made available. During the Term, the amount of a Service Charge for any Services or access to Facilities shall not increase, except to the extent that there is an increase after the Distribution Effective Date in the costs actually incurred by the Provider in providing such Services or access to Facilities, including as a result of (i) an increase in the amount of such Services or access to Facilities being provided to the Recipient (as compared to the amount of the Services or access to Facilities underlying the determination of a Service Charge), (ii) an increase in the rates or charges imposed by any third-party provider that is providing goods or services used by the Provider in providing the Services or access to Facilities (as compared to the rates or charges underlying a Service Charge), (iii) an increase in the payroll or benefits for any personnel used by the Provider in providing the Services or access to Facilities, or (iv) any increase in costs relating to any changes requested by the Recipient in the nature of the Services or access to Facilities provided (including relating to newly installed products or equipment or any upgrades to existing products or equipment).

Costs and Disbursements. (a) Each Party (or its designee) shall pay to the other Party providing, or causing to be provided, the applicable Service or Facility a monthly fee for such Service or access to such Facility as set forth therefor (unless alternative timing is indicated in the applicable Schedule hereto, and with respect to an Additional ) fee for such Service or Additional Facility, the monthly fee shall be as set forth in the applicable Provider’s internal and external costs and expenses of providing such Additional Services or access to such Additional Facilities, plus any costs associated with migrating data or otherwise preparing any Additional Services or access to any Additional Facilities to be provided under this Agreement Schedule hereto (each aggregate fee calculated in accordance with this provision constituting a an “Ongoing Service Charge” and, collectively, with the fee for Omitted Services, the “Service Charges”); provided. Except as set forth on the applicable Schedule, however, that a fee for a during the Service or Facility not provided or made available hereunder for a full month shall be pro-rated for the portion of such month provided or made available. During the Term, the amount of a Service Charge for any Services or access to Facilities shall not increase, except to the extent that there is an increase after the Distribution Date in the costs actually incurred by the Provider in providing such Services or access to FacilitiesServices, including as a result of (i) an increase in the amount or volume of such Services or access to Facilities being provided to the Recipient (as compared to the amount of the Services or access to Facilities underlying the determination of a Service Charge), (ii) an increase in the rates or charges imposed by any third-party provider that is providing goods or services used by the Provider in providing the Services or access to Facilities (as compared to the rates or charges underlying a Service Charge), (iii) an increase in the payroll or benefits for any personnel used by the Provider in providing the Services or access to FacilitiesServices, or (iviii) any increase in costs relating to any changes requested by the Recipient in the nature of the Services or access to Facilities provided (including relating to newly installed products or equipment or any upgrades to existing products or equipment). In addition to the Service Charges, and unless otherwise specified or fully covered under the Service Charge in the applicable Schedules, Recipient shall pay (or reimburse the Provider for) any and all documented third-party costs and expenses reasonably incurred by the Provider (with the prior written consent of the Recipient for such a cost and expense exceeding $30,000, in the aggregate for a group of related costs and expenses (and Provider shall have no obligation to procure or provide a Service to the extent not so consented to)) in connection with the Services hereunder, including any such documented travel expenses.

Costs and Disbursements. (a) Each Party (Except as otherwise provided in this Agreement or its designee) in the Schedules hereto, GE shall pay to Xxxxx Xxxxxx or its designee as specified in writing by the other Party providingXxxxx Xxxxxx Services Manager, and Xxxxx Xxxxxx shall pay to GE or causing to be providedits designee as specified in writing by the GE Services Manager, the applicable Service or Facility a monthly fee for such Service the Services (or access to such Facility category of Services, as set forth therefor applicable) as provided for in the applicable relevant Schedule heretoor as calculated using the cost basis methodology provided for in the relevant Schedule, and with respect to an Additional Service or Additional Facilityas applicable, the monthly fee shall be the applicable Provider’s internal and external costs and expenses of providing such Additional Services or access to such Additional Facilities, plus including any costs associated with migrating data or otherwise preparing any Additional Services or access to any Additional Facilities to be provided under this Agreement Decommissioning Charges payable (each aggregate fee calculated in accordance with this provision constituting a “Service Charge” and, collectively, the “Service Charges”); provided, however, that a fee for a Service or Facility not provided or made available hereunder for a full month shall be pro-rated for the portion of such month provided or made available. During the Termterm of this 18 Agreement, the amount of a Service Charge for any Services (or access to Facilities category of Services, as applicable) shall not increase, increase except to the extent that there is an evidenced increase after the Distribution Effective Date in the costs actually incurred by the Provider in providing such Services or access to Facilities, including as a result of (i) an increase in the amount of such Services or access to Facilities being provided to the Recipient (as compared to the amount of the Services or access to Facilities underlying the determination of a Service Charge), (ii) an increase in the rates or charges imposed by any third-a Party’s third party service provider that is providing goods or services used by the Provider in providing the Services or access to Facilities (as compared to the rates or charges underlying a Service Charge), (iii) an increase in costs resulting from a reasonable change in the pricing methodology for a particular IT-Related Service; provided that such change in pricing methodology may result from any increase in the payroll or benefits for any personnel used of the Provider’s employees (regardless of the date such payroll adjustments are effective) and provided, further that any increase under this clause (iii) (x) may increase only the rate per unit of volume for the specific IT-Related Service and the increase to such rate may not exceed 3% (the “IRT Cap”) relative to the rate per unit of volume paid by Recipient in respect of such specific IT-Related Service in the Provider in providing immediately preceding Contract Year and (y) may be made only once per Contract Year and shall be effective beginning on the Services or access to Facilities, first date of the following Contract Year (and for the avoidance of doubt no increase under this clause (iii) may be made that is effective during the first Contract Year) or (iv) any increase in costs relating to any changes requested by the Recipient in the nature scope, quality, nature, duration or quantity of the Services provided or access to Facilities how the Services are provided (including relating to newly installed products or equipment or any upgrades to existing products or equipment), in each case of the foregoing clauses (i-ii) and (iv), solely to the extent such increase is the direct result of a request made by Recipient; provided, that, in each of the foregoing clauses (i)-(iv), prior to any change to any Service Charge, Provider shall provide Recipient with supporting documentation for such changes.

Costs and Disbursements. (a) Each Party (or its designee) Recipient shall pay to the other Party providing, or causing to be provided, Provider a fee for the applicable Service or Facility a monthly fee for such Service or access to such Facility as set forth therefor in the schedules, which fee shall, except as otherwise set forth in the schedules, be equal to the Provider’s calculation, based upon commercially reasonable metrics, of the actual cost (with mxxx-up, if necessary, to comply with applicable Schedule heretotransfer pricing principles under Section 482 of the Internal Revenue Code and/or Section 247 of the Tax Act, as the case may be), of providing such Services or Facility to the Recipient, and with respect to an Additional Service or Additional Facility, the monthly fee shall be the applicable Provider’s internal and external costs and expenses of providing such Additional Services or access to such Additional Facilities, plus any costs associated with migrating data or otherwise preparing any Additional Services or access to any Additional Facilities (with mxxx-up, if necessary, to be provided comply with applicable transfer pricing principles under this Agreement Section 482 of the Internal Revenue Code and/or Section 247 of the Tax Act, as the case may be), as agreed between the Parties (each aggregate fee calculated in accordance with this provision constituting a “Service Charge” and, collectively, the “Service Charges”); provided, however, that a any monthly fee for a Service or Facility not provided or made available hereunder for a full month shall be pro-rated prorated for the portion of such month provided or made available. During Except as set forth on a schedule hereto, and subject to Section 2.07, during the Term, the amount of a Service Charge for any Services or access to Facilities shall not increase, except to the extent that there is an increase after the Distribution Effective Date in the costs actually incurred by the Provider in providing such Services or access to Facilities, including Facilities as a result of (i) an increase in the amount of such Services or access to Facilities being provided to the Recipient (as compared to the amount of the Services or access to Facilities underlying the determination of a Service Charge), (ii) an increase in the rates or charges imposed by any third-party provider that is providing goods or services used by the Provider in providing the Services or access to Facilities (as compared to the rates or charges underlying a Service Charge), or (iiiii) an increase in the payroll or benefits (including any retention payments) for any personnel used by the Provider in providing the Services or access Facilities. Further, except as set forth in the schedules hereto, and subject to FacilitiesSection 2.07, or (iv) during the Term, the Recipient shall reimburse the Provider for any increase in costs relating to any changes requested reasonable incremental and documented out-of-pocket expenses incurred by the Recipient Provider’s personnel in connection with performing the nature of the Services or access to Facilities provided (including relating to newly installed products or equipment or any upgrades to existing products or equipment)Services.

Costs and Disbursements. (a) Each Party (Except as otherwise provided in this Agreement or its designee) in the Schedules hereto, a Recipient of Services shall pay to the other Party providing, or causing to be provided, the applicable Service or Facility Provider of such Services a monthly fee for such Service the Services (or access to such Facility category of Services, as set forth therefor applicable) as provided for in the applicable relevant Schedule hereto, and with respect to an Additional Service or Additional Facility, the monthly fee shall be the applicable Provider’s internal and external costs and expenses of providing such Additional Services or access to such Additional Facilities, plus any costs associated with migrating data or otherwise preparing any Additional Services or access to any Additional Facilities to be provided under this Agreement Exhibit (each aggregate fee calculated in accordance with this provision constituting a “Service Charge” and, collectively, the “Service Charges”); provided) (for avoidance of doubt, however, that a fee for a Service or Facility not provided or made available hereunder for a full month all amounts shall be pro-rated for the portion of divided by 12 to reflect monthly amounts unless such amounts are clearly indicated as per month provided amounts on such Schedule or made availableExhibit). During the Termterm of this Agreement, the amount of a Service Charge for any Services (or access to Facilities category of Services, as applicable) shall not increase, except to the extent that there is an increase after the Distribution Date date hereof in the costs actually incurred by the Provider in providing such Services or access to Facilities, including as a result of (i) an increase in the amount of such Services or access to Facilities being provided to the Recipient (as compared to the amount of the Services or access to Facilities underlying the determination of a Service Charge), (ii) an increase in the rates or charges imposed by any third-party provider that is providing goods or services used by the Provider in providing the Services or access to Facilities (as compared to the rates or charges underlying a Service Charge), (iii) an increase in the payroll or benefits for any personnel employees used by the Provider in providing the Services or access to FacilitiesServices, provided that such increase is in the ordinary course of business and in the aggregate such increases are consistent with past practice, or (iv) any increase in costs relating to any changes requested by the Recipient in the quality or nature of the Services provided or access to Facilities how the Services are provided (including relating to newly installed products or equipment or any upgrades to existing products or equipment) so long as such change in quality or nature does not solely relate to the Services provided to the Recipient; provided, however, that any increase in cost incurred by the Provider other than as set forth in clauses (i) through (iv) shall not result in an increase in a Service Charge if it relates to a matter that is the topic of a provision set forth in clauses (i) through (iv). Notwithstanding anything to the contrary, the Provider will not change a Service Charge as a result of a change in the Provider’s allocation methodology that disproportionately affects the Acquiror relative to GE businesses receiving such Services or because of acquisitions or dispositions of other entities or businesses that result in changes in the aggregate size of the businesses that are allocated a portion of the Provider’s costs. Notwithstanding the foregoing and for avoidance of doubt, (1) with respect to “Direct Billing” charges associated with any Service as indicated in the applicable Schedule, the amount billed by the Provider to the Recipient with respect to any such direct billing charges shall be determined by the amount of Service actually provided by the Provider to the Recipient during the applicable billing period (for the avoidance of doubt, the direct billing charges contemplated by this Section 6.01(1) shall (a) be limited to those direct billing charges marked by an asterisk in the direct billing column of the applicable Schedule and (b) include only those direct billing charges that are wholly variable) and (2) the Service Charge (and any component thereof, including any direct billing charges) with respect to any Service shall not be increased because of an error in determining or calculating the Service Charge applicable to any Service (or category of Services, as applicable) and reflected on the applicable Schedule, as of the date hereof.

Costs and Disbursements. (a) Each Party (or its designee) shall pay to the other Party providing, or causing to be provided, the applicable Service or Facility a monthly fee for such Service or access to such Facility as set forth therefor in the applicable Schedule hereto, and with respect to an Additional Service or Additional Facility, the monthly fee shall be the applicable Provider’s internal and external costs and expenses of providing such Additional Services or access to such Additional Facilities, plus any costs associated with migrating data or otherwise preparing any Additional Services or access to any Additional Facilities to be provided under this Agreement (each aggregate fee calculated in accordance with this provision constituting a “Service Charge” and, collectively, the “Service Charges”); provided, however, that a fee for a Service or Facility not provided or made available hereunder for a full month shall be pro-rated prorated for the portion of such month provided or made available. During the Term, the amount of a Service Charge for any Services or access to Facilities shall not increase, except to the extent that there is an increase after the Distribution Effective Date in the costs actually incurred by the Provider in providing such Services or access to Facilities, including as a result of (i) an increase in the amount of such Services or access to Facilities being provided to the Recipient (as compared to the amount of the Services or access to Facilities underlying the determination of a Service Charge), (ii) an increase in the rates or charges imposed by any third-party provider that is providing goods or services used by the Provider in providing the Services or access to Facilities (as compared to the rates or charges underlying a Service Charge), (iii) an increase in the payroll or benefits for any personnel used by the Provider in providing the Services or access to Facilities, or (iv) any increase in costs relating to any changes requested by the Recipient in the nature of the Services or access to Facilities provided (including relating to newly installed products or equipment or any upgrades to existing products or equipment).