Exhibit WHEREAS, certain of the Affiliates incur costs and expenses in support of certain service departments or functions, which service departments or Xyz Company Annual Data are necessary or beneficial for certain other Affiliates.

WHEREAS, the costs and expenses incurred in support of each service department or function should be allocated among the Affiliates benefiting from such service department or Intercompany Cost Allocation Agreement according to a defined allocation methodology. Direct Expenses. To the extent feasible, each of Ambac and AFGI shall pay all of its own direct expenses, other than expenses in a de minimis amount incurred by it, including, Intercompany Cost Allocation Agreement not limited to, compensation expenses consisting of base salary, bonus and other compensation expensesseverance expenses, payroll taxes and third-party expenses, including travel, legal and.

Expense Allocation and Methodology. Shared services departments include, but are not limited to, legal, treasury, tax, financial control, risk management, internal audit, investment portfolio management and executive officers. Individual time sheets shall be completed by each shared services department employee who supports the activities of the Segregated Account, Ambac and its subsidiaries, on the one hand, and AFGI and its subsidiaries other than Ambac and its subsidiaries on the other, as mutually determined by the parties.

Overhead departments include, but are not limited to, administration, technology and human resources. Interim Payments by Ambac. United States of America, Case No. Quarterly Actual Cost. As soon as available, and in any event within 30 days prior to the commencement of each calendar year, AFGI shall provide each Annual Budget to the Rehabilitator.

Right of Offset. Binding Effect: Successors. This Agreement shall be binding upon the Affiliates and each Affiliate consents to the terms hereof and guarantees the performance of the agreements contained herein. Ambac and AFGI shall cause each of their future affiliates or subsidiaries to assent to the terms of this Agreement promptly after becoming an affiliate or subsidiary.

Each Affiliate hereby assents to each new affiliate or subsidiary becoming a party to this Agreement and to each new affiliate or subsidiary being deemed to be an Affiliate hereunder. This Agreement shall inure to the benefit of and be binding upon any successors or assigns of the parties hereto. Termination and Enforcement. Notwithstanding the termination of this Agreement, its provisions will remain in effect with respect to amounts outstanding under this Agreement prior to its termination.

Following delivery of such written notice, the parties shall attempt, in good faith, to resolve their dispute. In the event that there is no cure and the parties are unable to resolve their dispute, any party alleging such breach or non-compliance may, not less than 45 days following delivery of such written notice, seek a judgment from the Rehabilitation Court that the other party has breached this agreement.

Transfers and Assigns. Neither this Agreement nor any interest or obligation in or under this Agreement may be transferred or assigned by any Affiliate without the prior written consent of both Ambac and AFGI.

This Agreement, including any schedules, appendices and exhibits hereto, may be amended from time to time; provided, however, that any amendment shall not be effective unless it is Gorilla Safari Company writing and signed by Ambac and AFGI. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Wisconsin without reference to choice Victoria Park Pie Company law doctrine.

Any notice or communication in respect of this Intercompany Cost Allocation Agreement shall be sufficiently given to a party if in writing and delivered in person, sent by recorded delivery or registered post or the equivalent with return receipt requested or by overnight courier or given by facsimile transmission, at the address or facsimile number set out in Schedule C attached hereto, or to such other address or facsimile number as shall be notified in writing by one party to the other.

A notice or communication shall be deemed to be given:. Parties to this Agreement. Other Agreements. Signatures to follow]. Intercompany Cost Allocation Agreement Financial Group, Inc. Ambac Bermuda, Ltd. Ambac Assurance Corporation. Segregated Account of Virginia Company Information Assurance Corporation.

Connie Lee Holdings, Inc. Everspan Financial Guarantee Corp. Ambac Capital Corporation. Ambac Capital Funding, Inc. Ambac Investments, Inc. Aleutian Investments, LLC.

Juneau Investments, LLC. Ambac Asset Funding Corporation. Ambac AII Corp. The expenses incurred by any Affiliate with respect to the matters set forth below shall be allocated among the Affiliates benefitting from such matter as follows, with calculations made as of the first business day of the applicable quarter:.

Allocation Basis. Public Disclosure Costs. Fresh Intercompany Cost Allocation Agreement Accounting Costs. Intercompany Cost Allocation Agreement all subsequent policies, Ambac shall request an independent broker to estimate pricing for:. To the extent that pricing for ii exceeds the pricing for isuch excess shall be allocated to AFGI.

Director Fees.

Form of Expenses Sharing and Cost Allocation Agreement

Expense Sharing and Cost Allocation Agreement (this “Agreement”), effective as of the later of (a) the date on which an order is entered pursuant to Section 1129 of chapter 11 of title 11 of the United States Bankruptcy Code by the United States Bankruptcy Court for the Southern District of New York confirming Ambac Financial Group, Inc.’s (“AFGI”) chapter 11 plan of reorganization, as amended, supplemented ……

Intercompany Services Agreement - SEC.gov

intercompany services agreement This Intercompany Services Agreement (this “ Agreement ”) is entered into as of 19 January 2006 between Language Line, LLC, a Delaware limited liability company, on behalf of itself and its subsidiaries (collectively, “ LL US ”), and Language Line Ltd, a limited company formed under the laws of the England and Wales (“ LL UK ” and, together with LL US, the “ Parties ”).…

Project related intercompany cost allocations (1 ...

In my last post I illustrated a standard functionality that allows allocating indirect costs, such as licensing costs to projects. While the major focus in the earlier post was on intra-company cost allocations, I would like to extend the focus in this post by taking a look at standard functionalities that allow intercompany cost allocations……

Intercompany Services Agreement - Docracy

"Costs" means SERVICECO's ordinary and necessary costs, calculated in accordance with US GAAP, excluding costs related to stock-based compensation, incurred by SERVICECO in the performance of Services (as defined below) under this Agreement including, without limitation: (1) costs of personnel providing Services including, but not limited to, employee salaries, travel expenses, professional fees and other costs; (2) allocation ……