Common use of Pricing for Services Clause in Contracts

Pricing for Services. For the portion of the Service Term in which it receives the Services, the Company shall pay Seller each of the following: (i) with respect to the Transition Services, including Omitted Services, if any, in an aggregate amount equal to $7.50 per month per Insurance Contract (not counting supplemental riders, endorsements and the like as individual Insurance Contracts) which is "in force" as of the first day of such month, subject to adjustment as provided herein (the "POLICY SERVICE COSTS"); (ii) with respect to the Conversion Services, the costs of conversion (the "CONVERSION COSTS") as set forth in Section 12.03 of the SPA. Notwithstanding any other provision of this Agreement, no Conversion Cost shall have (A) a profit component, (B) an overhead component other than those related and required to perform the Conversion Services, or (C) a component reflecting any incremental cost arising out of an increase in base costs due to Seller's sale of one or more of its businesses (including without limitation the Core Business and any decreases in Seller activity or volume attributable to services being transitioned to the Company as contemplated by this Agreement), structural reorganization, or other similar significant corporate event; (iii) the costs for any Other Services (the "OTHER SERVICES COSTS") provided under this Agreement, which shall be as agreed to by the parties as set forth in the applicable Change Order; and (iv) except as otherwise agreed to by the parties, all reasonable actual out-of-pocket costs and expenses, including the types set forth on Schedule 3.Ol(iv), incurred by Seller (or any Seller Subcontractors providing Services) attributable to the provision of the Services, such costs to be reasonably detailed and invoiced on a monthly basis in accordance with Section 3.05 hereof (the "PASS THROUGH SERVICE COSTS", and together with the Policy Service Costs, the Conversion Costs and the Other Services Costs, the "SERVICE COSTS"). Notwithstanding the previous sentence, in no event shall the Company be obligated, during any annual period beginning on the Closing Date, to pay Seller for any category of Pass Through Service Costs in excess of the amount applicable to such category and set forth in Schedule 3.01(iv) or, if such category of Pass Through Service Cost is not listed on Schedule 3.01(iv), to a single recipient in the aggregate in excess of ten thousand dollars ($10,000) or to all such recipients of such Pass Through Service Cost in the aggregate in excess of 25 thousand dollars ($25,0000), unless in each case previously consented to by the Company, such consent not to be unreasonably withheld, conditioned or delayed. Each of Seller and the Company acknowledges that the undue withholding, delay or condition of such consent may adversely affect the ability of Seller and the Company to perform their respective obligations under this Agreement.

Pricing for Services. For the portion of the Service Term in which it receives the Services, the Company shall pay Seller each of the following: (i) with respect to the Transition Services, including Omitted Services, if any, in an aggregate amount equal to $7.50 per month per Insurance Contract (not counting supplemental riders, endorsements and the like as individual Insurance Contracts) which is "in force" as of the first day of such month, subject to adjustment as provided herein (the "POLICY SERVICE COSTS"); (ii) with respect to the Conversion Services, the costs of conversion (the "CONVERSION COSTSCosts") as set forth in Section 12.03 of the SPA. Notwithstanding any other provision of this Agreement, no Conversion Cost shall have (A) a profit component, (B) an overhead component other than those related and required to perform the Conversion Services, or (C) a component reflecting any incremental cost arising out of an increase in base costs due to Seller's sale of one or more of its businesses (including without limitation the Core Business and any decreases in Seller activity or volume attributable to services being transitioned to the Company as contemplated by this Agreement), structural reorganization, or other similar significant corporate event; (iii) the costs for any Other Services (the "OTHER SERVICES COSTS") provided under this Agreement, which shall be as agreed to by the parties as set forth in the applicable Change Order; and (iv) except as otherwise agreed to by the parties, all reasonable actual out-of-pocket costs and expenses, including the types set forth on Schedule 3.Ol(iv), incurred by Seller (or any Seller Subcontractors providing Services) attributable to the provision of the Services, such costs to be reasonably detailed and invoiced on a monthly basis in accordance with Section 3.05 hereof (the "PASS THROUGH SERVICE COSTS", and together with the Policy Service Costs, the Conversion Costs and the Other Services Costs, the "SERVICE COSTS"). Notwithstanding the previous sentence, in no event shall the Company be obligated, during any annual period beginning on the Closing Date, to pay Seller for any category of Pass Through Service Costs in excess of the amount applicable to such category and set forth in Schedule 3.01(iv) or, if such category of Pass Through Service Cost is not listed on Schedule 3.01(iv), to a single recipient in the aggregate in excess of ten thousand dollars ($10,000) or to all such recipients of such Pass Through Service Cost in the aggregate in excess of 25 thousand dollars ($25,0000), unless in each case previously consented to by the Company, such consent not to be unreasonably withheld, conditioned or delayed. Each of Seller and the Company acknowledges that the undue withholding, delay or condition of such consent may adversely affect the ability of Seller and the Company to perform their respective obligations under this Agreement.