Common use of General Support Services Clause in Contracts

General Support Services. 7.1 Post-Effective Date Support Arrangements: Each of EXPERIAN and NEWCO anticipate that occasional requests for services regarding tax, payroll, treasury and other matters (including requests to answer specific questions related thereto) may be made by the other party after the Effective Date. Such services shall be provided without charge unless the party receiving such request determines, in its sole discretion, that satisfaction of such request would involve the expenditure of a significant amount of time and/or resources, in which case, such party shall provide to the requesting party an estimate of the costs anticipated to be incurred in satisfying the request, which costs shall include (a) the pro rata portion of the salary and bonus of the employees actually providing the services requested pursuant hereto, (b) reasonable out-of-pocket expenses (evidenced by appropriate documentation) and (c) a payroll expense charge in an amount equal to 23% of the amount of salary billed and 11% of bonus billed, pursuant to clause (a) above. Upon receipt of such estimate, the requesting party shall have two (2) business days in which to notify the other party whether such party should undertake to provide the requested services. If such services are provided, the party providing the services shall deliver to the requesting party an invoice on a monthly basis containing a description of the services performed and the aggregate costs actually incurred in performing such services (which amount may exceed the estimate provided to the requesting party, provided that in such case, the party providing services shall provide reasonable detail to the requesting party as to the nature of such excess). The invoice shall be paid by the requesting party within thirty (30) days of receipt thereof. Notwithstanding the foregoing, EXPERIAN and NEWCO may from time to time require personnel and other data from the other party related to or required in connection with their maintenance of human resources databases, which information shall be provided to the requesting party without charge. The parties obligation to provide support services pursuant to this Section 7.1 is in addition to any other specific support services commitments agreed to by the parties pursuant to any other agreements, including the Joint Venture and Operating Agreements, and nothing in this Section 7.1 is intended or shall be construed to obligate any party to pay or reimburse any amounts with respect to such other commitments.

Appears in 2 contracts

Samples: Transition Agreement (First American Financial Corp), Experian Transition Agreement (First American Financial Corp)

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General Support Services. 7.1 Post-Effective Date Support Arrangements: Each of EXPERIAN FAREISI and NEWCO anticipate that occasional requests for services regarding tax, payroll, treasury and other matters (including requests to answer specific questions related thereto) may be made by the other party after the Effective Date. Such Subject to the terms of the Operating Agreement, such services shall be provided without charge unless the party receiving such request determines, in its sole discretion, that satisfaction of such request would involve the expenditure of a significant amount of time and/or resources, in which case, such party shall provide to the requesting party an estimate of the costs anticipated to be incurred in satisfying the request, which costs shall include (a) the pro rata portion of the salary and bonus of the employees actually providing the services requested pursuant hereto, (b) reasonable out-of-pocket expenses (evidenced by appropriate documentation) and (c) a payroll expense charge in an amount equal to 23% of the amount of salary billed and 11% of bonus billed, pursuant to clause (a) above. Upon receipt of such estimate, the requesting party shall have two (2) business days in which to notify the other party whether such party should undertake to provide the requested services. If such services are provided, the party providing the services shall deliver to the requesting party an invoice on a monthly basis containing a description of the services performed and the aggregate costs actually incurred in performing such services (which amount may exceed the estimate provided to the requesting party, provided that in such case, the party providing the services shall provide reasonable detail to the requesting party as to the nature of such excess). The invoice shall be paid by the requesting party within thirty (30) days of receipt thereof. Notwithstanding the foregoing, EXPERIAN FAREISI and NEWCO may from time to time require personnel and other data from the other party related to or required in connection with their maintenance of human resources databases, which information shall be provided to the requesting party without charge. The parties obligation to provide support services pursuant to this Section 7.1 6.1 is in addition to any other specific support services commitments agreed to by the parties pursuant to any other agreements, including the Joint Venture and Operating Agreements, and nothing in this Section 7.1 6.1 is intended or shall be construed to obligate any party to pay or reimburse any amounts with respect to such other commitments.

Appears in 2 contracts

Samples: Fareisi Transition Agreement (First American Financial Corp), Fareisi Transition Agreement (First American Financial Corp)

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