Actual Costs. Means the actual, out-of-pocket, and documented costs incurred by MidCountry Bank to the extent incurred in connection with the performance of Services incurred in accordance with the terms of this Agreement, including, without limitation: (1)such costs to the extent incurred by MidCountry Bank to lease real property primarily usedto provide the Services; (2)such costs constituting wages, salaries, and benefits for employees providing the Services; (3)such costs constituting data processing... expenses to the extent incurred by MidCountryBank in providing the Services; (4)all such costs constituting insurance premiums for policies to the extent covering theprovision of the Services; (5)all such costs incurred by MidCountry Bank in the purchase of assets that are solely usedto provide Services in accordance with this Agreement; and (6)such costs incurred by MidCountry Bank in the purchase of assets that are used in part to provide Services in accordance with this Agreement but also for other purposes by MidCountry Bank, to the extent an allocation of such costs is approved in advance by MidCountry Bank and Pioneer or the Agent, as applicable, as required under Exhibit A. In no event, however, shall the term "Actual Costs" include any (A) Termination Costs, (B) any costs or liabilities incurred in connection with or losses or liabilities arising from (i) any employment claims or disputes, (ii) any governmental or regulatory investigations, inspections, or enforcement actions or similar proceedings, (iii) any contractual disputes or other claims by any third party, or (iv) depreciation, amortization, or impairment costs or charges with respect to any asset of MidCountry Bank.View More
