Common use of Allocation of Costs and Expenses Clause in Contracts

Allocation of Costs and Expenses. Subject to the terms of the Investment Agreements, GGP shall pay for all out-of-pocket fees, costs and expenses incurred by GGP or any of its Subsidiaries prior to the Effective Time in connection with the Transactions, including (i) the preparation and negotiation of this Agreement, each other Transaction Document (unless otherwise expressly provided therein), each of the financing transactions described in the Form 10 as occurring on or prior to the Plan Effective Date, including any financing transactions to be entered into by Spinco or any of its Subsidiaries and all other documentation related to the Transactions and all related transactions, (ii) the preparation and execution or filing of any and all other documents, agreements, forms, applications, Contracts or consents associated with the Transactions and all related transactions, (iii) the preparation and filing of Spinco’s and its Subsidiaries’ organizational documents, (iv) the preparation, printing and filing of the Form 10 and the information statement contained therein and/or any other required securities filings, including all fees and expenses of complying with applicable federal and state securities Laws and domestic securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (v) obtaining the Private Letter Ruling, (vi) the initial listing of the Spinco Common Stock on the New York Stock Exchange, (vii) the fees and expenses of Deloitte & Touche incurred in connection with the Form 10 and the information statement contained therein and/or any other required securities filings, (viii) the fees and expenses related to the bankruptcy proceeding of GGP and (ix) the fees and expenses of Weil, Gotshal & ▇▇▇▇▇▇ LLP incurred in connection with rendering the legal opinions of outside tax counsel contemplated by Section 3.2(c).

Allocation of Costs and Expenses. Subject to the terms allocation between the parties of the Investment Agreementscertain specified costs and expenses pursuant to Schedule 6.4, GGP Cardinal Health shall pay for all out-of-pocket fees, costs and expenses incurred by GGP Cardinal Health or any of its Subsidiaries prior to the Effective Time in connection with the Transactions, including (i) the preparation and negotiation of this Agreement, each other Transaction Document (unless otherwise expressly provided therein), the Cardinal Health Credit Facility Amendment, each of the financing transactions described in the Form 10 Information Statement as occurring on or prior to the Plan Effective Distribution Date, including any financing transactions to be entered into by Spinco CareFusion or any of its Subsidiaries Subsidiaries, any valuation of Cardinal Health and/or CareFusion and all other documentation related to the Transactions and all related transactions, (ii) the preparation and execution or filing of any and all other documents, agreements, forms, applications, Contracts contracts or consents associated with the Transactions and all related transactions, (iii) the preparation and filing of SpincoCareFusion’s and its Subsidiaries’ organizational documents, (iv) the preparation, printing and filing of the Form 10 and the information statement contained therein and/or any other required securities filingsInformation Statement, including all fees and expenses of complying with applicable federal and federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (v) obtaining the Private Letter Rulingprivate letter ruling from the IRS sought in connection with the Transactions, (vi) the initial listing of the Spinco CareFusion Common Stock on the New York Stock ExchangeNYSE, (vii) the fees and expenses of Deloitte Ernst & Touche Young LLP incurred in connection with the Form 10 and the information statement contained therein and/or any other required securities filings, Information Statement (viii) the excluding core-audit fees and expenses related to the bankruptcy proceeding of GGP Ernst & Young LLP), and (ixviii) the fees and expenses of Weil, Gotshal & ▇▇▇▇▇▇ LLP and Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ incurred in connection with rendering the legal opinions of outside tax counsel contemplated by Section 3.2(c).

Allocation of Costs and Expenses. Subject (a) Helix shall pay (or, to the terms extent incurred by and paid for by any member of the Investment AgreementsCal Dive Group, GGP shall pay will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by GGP Helix or Cal Dive, or any member of its Subsidiaries their respective Groups, on or prior to the Effective Time Closing Date in connection with the TransactionsSeparation, including (i) the preparation and negotiation of this Agreement, each other Transaction Transfer Document (unless otherwise expressly provided therein), each of the financing transactions described in the Form 10 as occurring on or prior to the Plan Effective Date, including any financing transactions to be entered into by Spinco or any of its Subsidiaries and all other documentation related to the Transactions and all related transactionsSeparation, (ii) accounting and legal costs incurred in association with all domestic and international internal restructuring undertaken as part of the Separation, (iii) the preparation and execution or filing of any and all other documents, certificates, deeds, titles, agreements, forms, applications, Contracts applications or consents contracts associated with the Transactions Separation, and all related transactions, (iiiiv) the preparation and filing of SpincoCal Dive’s and its Subsidiaries’ organizational documents. (b) Cal Dive shall pay (or, to the extent incurred by and paid or by any member of the Helix Group, will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by Helix or Cal Dive, or any member of their respective Groups, in connection with the Initial Public Offering and the other Transactions, except as otherwise provided in Section 6.4(a), including (ivi) the preparation, printing and filing of the Form 10 and the information statement contained therein and/or any other required securities filingsIPO Registration Statement, including all fees and expenses of complying (ii) compliance with applicable federal and federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (viii) obtaining the Private Letter Rulingpreparation, printing and distribution of the Prospectus, (viiv) the initial listing of the Spinco Common Stock on the New York Stock Exchange, (viiv) the fees and expenses of Deloitte Ernst & Touche Young LLP incurred in connection with the Form 10 IPO Registration Statement and the information statement contained therein and/or any other required securities filingsInitial Public Offering, and (viiivi) the fees preparation (including, but not limited to, the printing of documents) and implementation of Cal Dive’s and its Subsidiaries’ employee benefit plans, retirement plans and equity-based plans, and (vii) the preparation and implementation of Cal Dive’s and its Subsidiaries corporate governance programs and policies, financial reporting and internal controls and all other reporting requirements, programs, policies and functions required to be implemented by the Cal Dive Group as a result of being a public company reporting to the SEC with equity securities listed on a national stock exchange. (c) Notwithstanding the foregoing, Helix and Cal Dive agree that all costs and expenses related to the bankruptcy proceeding of GGP described in Sections 6.4(a) and (ixb) may be paid from the fees and expenses proceeds of Weil, Gotshal & ▇▇▇▇▇▇ LLP incurred in connection with rendering the legal opinions of outside tax counsel contemplated by Section 3.2(c)Initial Public Offering.

Allocation of Costs and Expenses. Subject GE shall pay (or, to the terms extent incurred by and paid for by any member of the Investment AgreementsGenworth Group, GGP shall pay will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by GGP Genworth or any member of its Subsidiaries the GE Group prior to and simultaneously with the Effective Time consummation of the Initial Public Offering in connection with the Transactions, including (ia) the preparation and negotiation of this Agreement, each other Transaction Document (unless otherwise expressly provided therein), each of the financing transactions described in Genworth Bridge Loan, the Form 10 as occurring on or prior to Genworth Credit Facilities, the Plan Effective Date, including any financing transactions to be entered into by Spinco or any of its Subsidiaries Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility and all other documentation related to the Transactions and all related transactions, (iib) the preparation and execution or filing of any and all other documents, agreements, forms, applications, Contracts contracts or consents associated with the Transactions and all related transactions, (iiic) the preparation and filing of SpincoGenworth’s and its Subsidiaries’ organizational documents, (ivd) the preparation, printing and filing of the Form 10 and the information statement contained therein and/or any other required securities filingsRegistration Statement, including all fees and expenses of complying with applicable federal and federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (ve) obtaining the Private Letter Rulingpreparation, printing and distribution of each Prospectus, (vif) the private letter ruling from the Internal Revenue Service sought in connection with the Transactions, (g) the initial listing of the Spinco Genworth Common Stock, the Series A Preferred Stock and the Genworth Equity Units on the The New York Stock Exchange, (viih) the fees and expenses of Deloitte & Touche KPMG LLP incurred in connection with the Form 10 and the information statement contained therein and/or any other required securities filings, IPO Registration Statement (viii) the excluding core-audit fees and expenses related to the bankruptcy proceeding of GGP and KPMG LLP), (ixi) the fees and expenses of Weil, Gotshal & ▇▇▇▇▇▇ PricewaterhouseCoopers LLP incurred in connection with rendering the legal opinions Initial Public Offering and Genworth’s second quarter financial closing (including all such fees and expenses incurred through July 15, 2004) and (j) the preparation (including, but not limited to, the printing of outside tax documents) and implementation of Genworth’s or its Subsidiaries’ employee benefit plans, retirement plans and equity-based plans. In addition, GE shall pay (or, to the extent incurred by and paid for by any member of the Genworth Group, will promptly reimburse such party for any and all amounts so paid) for all out-of-pocket fees, costs and expenses incurred by Genworth or any member of the GE Group or Genworth Group following the consummation of the Initial Public Offering in connection with (1) the preparation, printing and filing of the Debt Registration Statement, including all fees and expenses of complying with applicable federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (2) the preparation, printing and distribution of the Prospectus included in the Debt Registration Statement, (3) the consummation of the Genworth Credit Facilities, the Genworth Senior Notes and the $1.0 billion Genworth commercial paper facility, (4) the consummation of the transfer of the Delayed Transfer Assets and the assumption of the Delayed Transfer Liabilities; (5) the exercise of the Over-Allotment Option and (6) the FACL Bonds Reinsurance pursuant to Section 2.10(a), the transfer of Active FACL Bonds to an appropriate member of the GE Group pursuant to Section 2.10(b) and the preparation of the administration agreements contemplated by Section 3.2(cSections 2.10(c)(ii) and 2.10(e)(v); provided, that prior to the Closing Date Genworth shall deliver to GE a good faith estimate of the out-of-pocket fees, costs and expenses expected to be incurred in connection with the foregoing clauses (1) through (4) and clause (6).

Allocation of Costs and Expenses. Subject to the terms of the Investment Agreements, GGP (a) Leucadia shall pay for all out-of-pocket fees, costs and expenses (including legal costs, fees and expenses, including fees and expenses of experts and consultants) incurred by GGP Leucadia or any of its Subsidiaries prior to and at the Effective Time in connection with the Transactions, including (i) the preparation and negotiation of this Agreement, each other Transaction Document Ancillary Agreement (unless otherwise expressly provided therein), each of the financing transactions described in the Form 10 as occurring on or prior to the Plan Effective Date, including any financing transactions to be entered into by Spinco or any of its Subsidiaries ) and all other documentation related to the Transactions and all related transactions, (ii) the preparation and execution or filing of any and all other documents, agreements, forms, applications, Contracts or consents associated with the Transactions and all related transactions, (iii) the preparation and filing of SpincoCrimson’s and its Subsidiaries’ organizational documents, (iv) the preparation, printing and printing, filing and/or mailing, as applicable, of the Form 10 and the information statement contained therein Information Statement and/or any other required securities filings, including all fees and expenses of complying with applicable federal and state securities Laws and domestic securities exchange rules and regulationsLaws, together with fees and expenses of counsel retained to effect such compliance, and (v) obtaining the Private Letter Ruling, (vi) the initial listing of the Spinco Common Stock on the New York Stock Exchange, (vii) the fees and expenses of Deloitte & Touche incurred in connection with the Form 10 and the information statement contained therein and/or any other required securities filings, (viii) the fees and expenses related to the bankruptcy proceeding of GGP and (ix) the fees and expenses of Weil, Gotshal & ▇▇▇▇ ▇▇▇▇▇ LLP incurred in connection with rendering the Form 10 and the Information Statement and/or any other required securities filings. (b) Crimson shall pay for all out-of-pocket fees, costs and expenses (including legal opinions costs, fees and expenses, including fees and expenses of outside tax counsel contemplated experts and consultants) incurred by Crimson or any of its Subsidiaries prior to and at the Effective Time in connection with (i) each of the financing transactions described in the Form 10, including any financing transactions to be entered into by Crimson or any of its Subsidiaries, (ii) the initial quotation of the Crimson Common Stock on the Over-the-Counter Bulletin Board or OTC Markets Group, Inc. (as applicable), and (iii) the fees and expenses of any other advisors incurred in connection with the Transactions other than those advisor fees that shall be paid for by Leucadia in accordance with Section 3.2(c6.4(a).

Allocation of Costs and Expenses. Subject to the terms of the Investment Agreements, GGP (a) Spinco shall pay for all out-of-pocket fees, costs and expenses (including legal costs, fees and expenses, including fees and expenses of experts and consultants) incurred by GGP or any of its Subsidiaries prior to the Effective Time in connection with the Transactions, including (i) the preparation and negotiation of this Agreement, each other Transaction Document Ancillary Agreement (unless otherwise expressly provided therein), each of the financing transactions described in the Form 10 and/or the Form S-11 as occurring on or prior to the Plan Effective DateTime, including any financing transactions to be entered into by Spinco or any of its Subsidiaries and all other documentation related to the Transactions and all related transactions, (ii) the preparation and execution or filing of any and all other documents, agreements, forms, applications, Contracts or consents associated with the Transactions and all related transactions, including costs and fees associated with the assumption of any mortgage loans by a member of the Spinco Group, (iii) the preparation and filing of Spinco’s and its Subsidiaries’ organizational documents, (iv) the preparation, printing and filing of the Form 10 and the information statement contained therein and the Form S-11 and/or any other required securities filings, including all fees and expenses of complying with applicable federal and state securities Laws and domestic securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (v) obtaining the Private Letter Ruling, (vi) the initial listing of the Spinco Common Stock on the New York Stock Exchange, (viivi) the fees and expenses of Deloitte & Touche incurred in connection with the Form 10 and the information statement contained therein and the Form S-11 and/or any other required securities filings, (viii) the fees and expenses related to the bankruptcy proceeding of GGP and (ixvii) the fees and expenses of Weil, Gotshal & ▇▇▇▇▇▇ LLP Fargo Securities LLC and its Affiliates (including Eastdil Secured) and any other advisors incurred in connection with rendering the legal opinions Distribution and the Rights Offering and (viii) the estimated incremental cost of outside tax counsel contemplated extending the exercise period for Vested Options (as defined in the Employee Matters Agreement) held by Section 3.2(cSpinco Employees by virtue of deeming such employees, solely for purposes of the Vested Options, to be employed by the GGP Group during the period they are employed by the Spinco Group (collectively, the “Transaction Expenses”). (b) At least three business days prior to the Distribution Date, GGP shall deliver to a duly authorized representative of Spinco a written estimate, together with copies of invoices or other reasonable supporting documentation, of the aggregate amount of Transaction Expenses incurred and reasonably expected to be incurred through and including the Distribution Date, and Spinco shall pay such amount to GGP on the Distribution Date by wire transfer to an account designated in writing by GGP at least one business day prior to the Distribution Date. If GGP receives invoices for Transaction Expenses that were not included in the estimate of Transaction Expenses, GGP shall provide notice thereof to a duly authorized representative of Spinco as promptly as practicable, and Spinco shall pay such amounts not later than fifteen business days after receipt of any such notice.

Allocation of Costs and Expenses. Subject to the terms allocation between the parties of the Investment Agreementscertain specified costs and expenses pursuant to Schedule 6.4, GGP Cardinal Health shall pay for all out-of-pocket fees, costs and expenses incurred by GGP Cardinal Health or any of its Subsidiaries prior to the Effective Time in connection with the Transactions, including (i) the preparation and negotiation of this Agreement, each other Transaction Document (unless otherwise expressly provided therein), the Cardinal Health Credit Facility Amendment, each of the financing transactions described in the Form 10 Information Statement as occurring on or prior to the Plan Effective Distribution Date, including any financing transactions to be entered into by Spinco CareFusion or any of its Subsidiaries Subsidiaries, any valuation of Cardinal Health and/or CareFusion and all other documentation related to the Transactions and all related transactions, (ii) the preparation and execution or filing of any and all other documents, agreements, forms, applications, Contracts contracts or consents associated with the Transactions and all related transactions, (iii) the preparation and filing of SpincoCareFusion’s and its Subsidiaries’ organizational documents, (iv) the preparation, printing and filing of the Form 10 and the information statement contained therein and/or any other required securities filingsInformation Statement, including all fees and expenses of complying with applicable federal and federal, state or foreign securities Laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (v) obtaining the Private Letter Rulingprivate letter ruling from the IRS sought in connection with the Transactions, (vi) the initial listing of the Spinco CareFusion Common Stock on the New York Stock ExchangeNYSE, (vii) the fees and expenses of Deloitte Ernst & Touche Young LLP incurred in connection with the Form 10 and the information statement contained therein and/or any other required securities filingsInformation Statement (excluding core-audit fees and expenses of Ernst & Young LLP), (viii) the fees preparation (including the printing of documents) and expenses related to the bankruptcy proceeding implementation of GGP CareFusion’s or its Subsidiaries’ employee benefit plans, retirement plans and equity-based plans, and (ix) the fees and expenses of Weil, Gotshal & ▇▇▇▇▇▇ LLP and Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ incurred in connection with rendering the legal opinions of outside tax counsel contemplated by Section 3.2(c).

Allocation of Costs and Expenses. Subject to the terms of the Investment Agreements, GGP (a) Spinco shall pay for all out-of-pocket fees, costs and expenses (including legal costs, fees and expenses, including fees and expenses of experts and consultants) incurred by GGP or any of its Subsidiaries prior to the Effective Time in connection with the Transactions, including (i) the preparation and negotiation of this Agreement, each other Transaction Document Ancillary Agreement (unless otherwise expressly provided therein), each of the financing transactions described in the Form 10 and/or the Form S-11 as occurring on or prior to the Plan Effective DateTime, including any financing transactions to be entered into by Spinco or any of its Subsidiaries and all other documentation related to the Transactions and all related transactions, (ii) the preparation and execution or filing of any and all other documents, agreements, forms, applications, Contracts or consents associated with the Transactions and all related transactions, including costs and fees associated with the assumption of any mortgage loans by a member of the Spinco Group, (iii) the preparation and filing of Spinco’s and its Subsidiaries’ organizational documents, (iv) the preparation, printing and filing of the Form 10 and the information statement contained therein and the Form S-11 and/or any other required securities filings, including all fees and expenses of complying with applicable federal and state securities Laws and domestic securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (v) obtaining the Private Letter Ruling, (vi) the initial listing of the Spinco Common Stock on the New York Stock Exchange, (viivi) the fees and expenses of Deloitte & Touche incurred in connection with the Form 10 and the information statement contained therein and the Form S-11 and/or any other required securities filings, (viii) the fees and expenses related to the bankruptcy proceeding of GGP and (ixvii) the fees and expenses of Weil, Gotshal & ▇▇▇▇▇▇ LLP Fargo Securities LLC and its Affiliates (including Eastdil Secured) and any other advisors incurred in connection with rendering the legal opinions of outside tax counsel contemplated by Section 3.2(cDistribution and the Rights Offering (collectively, the “Transaction Expenses”). (b) At least three business days prior to the Distribution Date, GGP shall deliver to a duly authorized representative of Spinco a written estimate, together with copies of invoices or other reasonable supporting documentation, of the aggregate amount of Transaction Expenses incurred and reasonably expected to be incurred through and including the Distribution Date, and Spinco shall pay such amount to GGP on the Distribution Date by wire transfer to an account designated in writing by GGP at least one business day prior to the Distribution Date. If GGP receives invoices for Transaction Expenses that were not included in the estimate of Transaction Expenses, GGP shall provide notice thereof to a duly authorized representative of Spinco as promptly as practicable, and Spinco shall pay such amounts not later than fifteen business days after receipt of any such notice.