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 & Xxxxxx 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 & Xxxxxx LLP and Wachtell, Lipton, Xxxxx & Xxxx 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 & Xxxxxx LLP Xxxxx 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”).