Common use of Payment for Transition Services Clause in Contracts

Payment for Transition Services. (a) Servicer shall provide each Transition Service in exchange for such fees as are stated or calculated by the respective pricing methodology indicated on the Annex for such Transition Service (“Fees”), which, with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇, shall be consistent with historical practices as currently reflected in the MLIM Financial Statements and be based on the historical methodology for assessing charges for services provided by Servicer entities to the MLIM Business, and for BlackRock shall be reasonably comparable to the foregoing set forth with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇. Notwithstanding the foregoing but subject to Section 1.01(b), if Servicer elects to subcontract any services in accordance with Section 2.02, amounts payable by Servicee hereunder shall not increase as a result thereof. (b) Servicee shall reimburse Servicer for all reasonable and necessary out-of-pocket costs and expenses, to the extent (1) such costs and expenses are not otherwise included within the fee for any given Transition Service as specified in the Annex for such Transition Service (and were historically reimbursed consistent with Section 2.01(a)), (2) such costs and expenses are incurred by Servicer with respect to third parties in connection with the provision of Transition Services pursuant to this Agreement and (3) if any such costs and expenses for a particular service exceed the amount set forth on Schedule 2.01(b), such costs and expenses are approved by Servicee prior to Servicer’s incurrence thereof. Servicee’s obligation to reimburse Servicer shall include reimbursement for obligations incurred by Servicer (such as license or rental fees) in reliance on the term provided in the Annex with respect to any Transition Service for the entire term so provided whether or not Servicee has exercised its right under Section 3.03(a) to terminate such Transition Service early and continues to receive such Transition Service; provided, however, that Servicer shall be required to exercise commercially reasonable efforts to terminate or reduce such costs upon receipt of notice of termination of such Transition Service from Servicee. (c) Servicer shall, on a monthly basis, submit to Servicee for payment its reasonably detailed billing invoice setting forth the amount of fees payable for the provision of Transition Services for the preceding month, calculated in accordance with the Annex for any given Transition Service (and such invoice shall include or be accompanied by mutually agreed upon details). Servicee shall pay undisputed amounts under each invoice in full within thirty (30) days of receipt thereof (the “Payment Date”). (d) If Servicee fails to make any such payment by the such Payment Date, Servicee shall be obligated to pay, in addition to the amount due on the Payment Date, interest on such amount at a rate per annum equal to LIBOR plus 1.0% per annum in effect from time to time during the period from the Closing Date to the date of payment. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed. (e) In the event of a termination of a Transition Service pursuant to this Agreement, with respect to the period in which such service ceases to be provided, Servicee shall be obligated to pay any costs, expenses or Fees based on time and materials charges or reimbursement incurred up to such date and, in the case of Fees, a pro rata share of the Fees for such Transition Service equal to the product of (1) the Fees for such Transition Service and (2) a fraction, the numerator of which is the number of days in the period in which such service ceases to be provided preceding and including the last date on which such service is provided, and the denominator of which is the total number of days in such period. (f) Servicee shall not be charged for or be responsible for amounts payable in respect of Transition Services for any period during which such Transition Services are not performed by the Servicer due to a Force Majeure event or other cause to the extent not attributable to Servicee.

Payment for Transition Services. (a) Servicer The Purchaser Parent shall provide pay the fee for each Transition Service in exchange for such fees as are stated or calculated by the respective pricing methodology indicated on the Annex for such Transition Service (“FeesServices Fee”), which, with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇, shall be consistent with historical practices as currently reflected in the MLIM Financial Statements and be based on the historical methodology for assessing charges for services ) provided by Servicer entities REL pursuant to this Agreement, the MLIM Business, and for BlackRock shall be reasonably comparable to the foregoing amount of which is as set forth with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇. Notwithstanding the foregoing but subject to Section 1.01(b), if Servicer elects to subcontract any services in accordance with Section 2.02, amounts payable by Servicee hereunder shall not increase as a result thereof.Exhibit A. (b) Servicee REL shall reimburse Servicer invoice Purchaser Parent on the tenth (10th) day of the first month of each calendar quarter for all reasonable the Transition Services provided during the immediately preceding calendar quarter specifying the Transition Services provided during that quarter and necessary out-of-pocket costs and expenses, to the extent (1) such costs and expenses are not otherwise included within the fee for any given Transition Service as specified in the Annex Fee for such Transition Service Services. By the twenty-fifth (25th) day of the month so invoiced, Purchaser Parent shall pay the invoiced amount and were historically reimbursed consistent with Section 2.01(a)), (2) such costs and expenses are incurred value added tax thereto to REL designated account by Servicer with respect to third parties means of a wire transfer in connection with the provision of Transition Services pursuant to this Agreement and (3) if any such costs and expenses for a particular service exceed the amount set forth on Schedule 2.01(b), such costs and expenses are approved by Servicee prior to Servicer’s incurrence thereof. Servicee’s obligation to reimburse Servicer shall include reimbursement for obligations incurred by Servicer (such as license or rental fees) in reliance on the term provided in the Annex with respect to any Transition Service for the entire term so provided whether or not Servicee has exercised its right under Section 3.03(a) to terminate such Transition Service early and continues to receive such Transition Service; provided, however, that Servicer shall be required to exercise commercially reasonable efforts to terminate or reduce such costs upon receipt of notice of termination of such Transition Service from Serviceecash. (c) Servicer shallAll payments hereunder shall be made in Japanese yen. (d) Notwithstanding anything herein to the contrary, the Parties acknowledge and agree that it is their mutual intent that the fees for the Transition Services provided hereunder shall be equivalent to the actual costs (including reasonably allocated employment costs and overhead costs) reasonably incurred to provide such Transition Services. The Parties agree to cooperate in good faith in furtherance of the foregoing, including by adjusting the fees from time to time if necessary in order to effectuate this intent. (e) Notwithstanding any dispute on a monthly basis, submit to Servicee for payment its reasonably detailed billing invoice setting forth the amount of fees payable payment under this Agreement, each Party shall continue to perform its obligations hereunder (including obligations to make payments of the amounts included on the invoices for the provision of Transition Services for the preceding month, calculated and which are not disputed in accordance with the Annex for any given Transition Service (good faith) and such be entitled to exercise its rights under this Agreement. Any invoice shall include or be accompanied by mutually agreed upon details). Servicee shall pay undisputed amounts under each invoice in full within amount which remains disputed after thirty (30) days of receipt thereof (the “Payment Date”). (d) If Servicee fails to make any such payment by the such Payment Date, Servicee shall be obligated to pay, in addition referred to the amount due on the Payment Date, interest on such amount at a rate per annum equal to LIBOR plus 1.0% per annum in effect from time to time during the period from the Closing Date to the date of payment. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsedCoordinating Committee. (e) In the event of a termination of a Transition Service pursuant to this Agreement, with respect to the period in which such service ceases to be provided, Servicee shall be obligated to pay any costs, expenses or Fees based on time and materials charges or reimbursement incurred up to such date and, in the case of Fees, a pro rata share of the Fees for such Transition Service equal to the product of (1) the Fees for such Transition Service and (2) a fraction, the numerator of which is the number of days in the period in which such service ceases to be provided preceding and including the last date on which such service is provided, and the denominator of which is the total number of days in such period. (f) Servicee shall not be charged for or be responsible for amounts payable in respect of Transition Services for any period during which such Transition Services are not performed by the Servicer due to a Force Majeure event or other cause to the extent not attributable to Servicee.