Service Costs Generally Clause Samples

Service Costs Generally. The Schedules hereto indicate, with respect to the DSW Services and the Retail Ventures Services, respectively, listed therein, whether the costs to be charged for Services are to be determined by (i) the customary billing method described in Section 3.02 ("Customary Billing"), (ii) the pass-through billing method described in Section 3.03 ("Pass-Through Billing"), (iii) the percentage of DSW's net sales method described in Section 3.04 ("Percent of Sales Billing"), (iv) a calculation of certain costs related to employee benefit plans and benefit arrangements described in Section 3.05 ("Benefit Billing"), or (v) another specified method. Unless otherwise indicated on the Schedules, the Customary Billing method will apply. The costs to be paid by DSW to Retail Ventures for Retail Venture Services are collectively referred to herein as the "Retail Ventures Service Costs". DSW agrees to pay to Retail Ventures in the manner set forth in Section 3.06 an amount equal to the Retail Ventures Service Costs applicable to each of the Retail Ventures Services provided or procured by Retail Ventures. The costs to be paid by Retail Ventures to DSW for the DSW Services are collectively referred to herein as the "DSW Service Costs". Retail Ventures agrees to pay to DSW in the manner set forth in Section 3.06 an amount equal to the DSW Service Costs applicable to each of the DSW Services provided or procured by DSW.

Service Costs Generally. Unless the applicable Schedule hereto expressly provides otherwise (in which event the parties agree to the costs set forth therein) or the parties agree in writing to a different arrangement, for each period in which Recipient receives a Service hereunder, Recipient shall pay Provider the Service Costs for the applicable Service. In the case of a termination of any or all Services prior to the End Date (other than (x) a termination under Section 6.02(c) or (y) a termination under Section 6.02(f) arising from Provider suffering an Insolvency Event), (i) Recipient shall continue to be responsible for the reasonable out-of-pocket costs associated with such Services until the End Date, (ii) Provider shall use reasonable efforts to eliminate such costs referenced in clause (i) as soon as possible and (iii) until such costs referenced in clause (i) are eliminated they will be treated as Service Costs relating to Services provided prior to termination and may be invoiced as incurred. Provider may not rely on the prior sentence with respect to the costs for a given contract if the contract was entered into in connection with providing the Services and the term of the contract was more than three months unless Recipient approved Provider entering into such contract.

Service Costs Generally. (a) Schedules I, II, and III hereto (collectively, the "Schedules") indicate, with respect to each Service listed therein, whether the costs to be charged to Logility for such Service or program are determined by (i) the customary billing method ("Customary Billing"), (ii) the pass-through billing method ("Pass-Through Billing"), (iii) the cost-plus-fixed-fee billing method ("Cost Plus Billing"), or (iv) a calculation of certain costs relating to employee benefit plans and benefit arrangements ("Benefit Billing"). The Customary Billing, Pass-Through Billing, Cost Plus Billing, and Benefit Billing methods applicable to the Services provided to Logility are collectively referred to herein as the "Service Costs". Logility agrees to pay to ASI in the manner set forth in Section 3.06 the Service Costs applicable to each of the Services provided by ASI. (b) As provided herein, ASI shall permit eligible Logility employees to participate in certain of the ASI Plans. In addition to reimbursing ASI for the Services as set forth herein, Logility shall reimburse ASI for ASI's costs (including any contributions and premium costs and including certain third-party expenses and allocations of certain ASI personnel expenses), subject to Section 3.05 hereof, relating to participation by Logility employees in the ASI Plans. It is the express intent of the parties that Service Costs relating to the administration of Logility employee plans and the performance of related Services will not exceed reasonable compensation for such Services as defined in 29 CFR (S) 2550.408c-2.

Service Costs Generally. In consideration for the Services provided hereunder, SpinCo agrees to pay to Service Provider (or the Service Provider Party designated by Service Provider) fees and costs for each Service to be provided under this Agreement as set forth opposite such Service on Schedule A (any such fees and costs being referred to herein as “Service Costs”). For the avoidance of doubt, except as expressly set forth herein or in Schedule A, the Service Costs for each Service shall commence on the Effective Date. The Parties intend and agree that this Agreement provides for the orderly and efficient separation of the SpinCo Business from the SPGI Business following the Distribution Time and that the methods of calculation of the Service Costs hereunder shall permit Service Provider to receive full reimbursement for all reasonably apportioned actual overhead, administrative and supervisory costs and expenses incurred by Service Provider or its Affiliates in connection with the provision of the Services consistent with the manner in which Service Provider charges or receives reimbursement from its Affiliates from time to time (including all pertinent cost components, together with any other amounts agreed to in writing by the Parties). If at any time Service Provider reasonably believes that the Service Costs are insufficient to compensate it for the actual costs of providing any Services it is obligated to provide (or cause to be provided) hereunder based on the manner in which Service Provider charges or receives reimbursement from its Affiliates from time to time, Service Provider shall notify SpinCo and Service Provider shall adjust the pricing of such Services for the remainder of the Service Period (and, if applicable, invoice SpinCo for any true-up amounts for previously invoiced Service Costs). Notwithstanding anything in this Agreement to the contrary and for the avoidance of doubt, (a) Service Provider can only adjust the Service Costs during the Term in a manner that (i) is consistent with its current practices, (ii) is not arbitrary, and (iii) does not disadvantage SpinCo relative to Service Provider and its Affiliates; (b) Service Costs shall only include the portion of such actual overhead, administrative and supervisory costs and expenses to the extent such portion is attributable to providing the Services to SpinCo under this Agreement; (c) Service Provider shall be solely responsible for the portion of any such overhead, administrative and supervisory costs ...

Service Costs Generally. Unless any Schedule hereto indicates otherwise or the parties shall agree in writing to a different arrangement, for each period in which Recipient receives a Service hereunder, Recipient shall pay Provider such fees and costs as set forth in Exhibit A hereto (“Service Costs”) which costs shall be adjusted appropriately in the event of the termination of any Service or as otherwise contemplated by this Agreement.

Service Costs Generally. The Schedules hereto indicate the methods by which Service Costs to be charged for specific Services are to be determined. Photowatt shall pay to ATS the Service Costs in accordance with Section 3.06.

Service Costs Generally. Schedule I, Schedule II, and Schedule III attached to this Agreement (as may be amended from time to time by mutual agreement of the Parties in writing, collectively, the "Schedules") indicate, with respect to each Service listed therein, the method of calculating the amount Chipotle shall pay to McDonald's for such Services (collectively, the "Service Costs"). Chipotle agrees to pay to McDonald's the Service Costs applicable to each of the Services in the manner set forth in Section 3.02.

Service Costs Generally. 6 Section 3.02. Sales Tax.............................................7 Section 3.03.

Service Costs Generally. (a) The Schedules indicate, with respect to each Service listed therein, whether the costs to be charged to the Company for such Service are determined by (1) the customary billing method described in Section 3.04 (“Customary Billing”), (2) the pass-through billing method described in Section 3.05 (“Pass-Through Billing”), (3) the percentage of net sales method described in Section 3.06 (“Percent of Sales Billing”), (4) the fixed fee method described in Section 3.07 (“Fixed Fee Billing”), (5) a specific billing method to be mutually agreed upon by the Company and Limited Brands (“Specific Billing”), which may include, without limitation, a cost-plus billing method based upon the aggregate costs incurred by Limited Brands relative to the particular Service plus a percentage of such costs in consideration of Limited Brands’ procurement and administration (hereinafter referred to as an “Administrative Charge”) of such Service or (6) some combination thereof. The amounts calculated by the Limited Entities pursuant to the Customary Billing, Pass-Through Billing, Percent of Sales Billing, Fixed Fee Billing and Specific Billing methods applicable to Services provided to the Company and charged to the Company as provided herein, together with any and all Disengagement Costs incurred in connection with the provision of any and all Disengagement Services, are collectively referred to herein as the “Service Costs.” (b) The Company agrees to pay to Limited Brands or its designee in the manner set forth in Section 3.09 the Service Costs applicable to each of the Services actually provided or procured by Limited Brands. (c) The Service Costs calculated pursuant to each of the specific billing methods described herein may include without limitation (and without duplication) one or more of the following costs: (1) direct (i.e., out-of-pocket) costs incurred by the Limited Entities in providing the Services, (2) a reasonably and fairly allocated portion of costs or expenses (including without limitation service-specific overhead costs and the costs of depreciation of new and existing assets) incurred by one or more of the Limited Entities in providing services to one or more of the Limited Entities, their Affiliates and the Company (each, an “Allocated Cost”), and (3) third party costs incurred by the Limited Entities in providing the Services (each of (1)-(3), a “Cost Component,” and collectively, the “Cost Components”). (d) The parties intend and agree that this Agreemen...