Overhead Allocations Clause Samples
Overhead Allocations. Change their methodology of allocating corporate overhead to the Parent from the methodology in effect on the Effective Date without the prior written consent of the Administrative Agent.
Overhead Allocations. In accordance with its practices consistently applied with respect to its banking Subsidiaries, Zions shall allocate to the Bank the latter's share of Zions' general and administrative expenses. In the event of any dispute as to the reasonableness of such allocations taken as a whole, the Shareholders agree that such dispute shall be referred to KPMG Peat Marwick LLP, the independent auditors of Zions, or if KPMG Peat Marwick LLP declines to serve then to another independent accounting firm mutually agreed by the Shareholders, which firm's decision on the matter (including any proposed modifications to make such allocations reasonable taken as a whole) shall be final and binding (and in the case of any proposed modifications, shall be implemented by Zions). The sole issue shall be whether such allocations are unreasonable taken as a whole, including without limitation the consideration of Zions' general and administrative expenses which are not so allocated. The expenses of the referee shall be paid by Zions if the referee determines that the allocations are, taken as a whole, unreasonable; otherwise, such expenses shall be paid by the Investors.