Costs and Expenses of Delivery. KBI will be responsible for all shipping and delivery charges, insurance, taxes (other than income taxes), customs and other duties and other similar charges and expenses ("Costs and Expenses of Delivery") for the Distribution Products to the extent not included in Manufacturer's Cost.

Costs and Expenses of Delivery. All shipping and delivery charges, insurance, taxes (other than income taxes), customs and other duties and other similar charges and expenses.

Costs and Expenses of Delivery. Based upon the TR Profit Plan estimates of these five segments (excluding any segment which is billed separately or directly to KBI) a unitized estimate of the Transfer Price will be developed each Year and will be used for invoicing Products shipped to KBI. Invoices will be based on the unitized estimate of the Transfer Price, and the Period Cost and Cost of Capital components of unitized Transfer Price will be adjusted after the end of each Year in accordance with the annual Year-End settlement procedure contained in Section 5.04 to reflect actual amounts. For purposes of this Exhibit III, KBI-Related Production shall consist of manufacturing of all Products (and Intermediate Forms thereof) for which the Transfer Price is calculated in accordance with this Exhibit III. 1. Product Cost (also known as TR Standard Inventory Cost) will be determined in accordance with TR's usual method of accounting for products made for use as samples or sale. It shall include materials, labor, subcontracting costs and overhead utilized in the factory level production of the chemical entity and for the conversion of that entity to finished packaged pharmaceutical forms. Specific costs will be determined for each individual entity and for each of the various finished forms. These costs will be used for valuing all inventory movements, as Product flows through TR into KBI, in the same manner as such costs are utilized by TR in the development of its financial statements and controls. Attachment A hereto illustrates without limitation, specific items included in such costs. The Products held in TR's inventory for eventual sale to KBI (raw materials, work in process, finished goods and packaging materials) will be revalued effective each January 1st to reflect the revised standard costs applied by TR to its inventory. Within 60 days after each January 1st, TR shall calculate and advise KBI of the total amount of such revaluation as a net increase or decrease to the total standard costs applicable to such Products in inventory at the preceding December 3lst. Within 30 days of such notice, an amount equal to the total amount of such revaluation shall be remitted, in the same manner as provided in Article V for payments for Products, by TR to KBI if such amount is an increase, and by KBI to TR if such amount is a decrease. The calculation and settlement provided for in the preceding two sentences shall be separate from and shall 83 not affect the Year end adjustment of Period Cost...

Costs and Expenses of Delivery. The Transfer Price will be calculated separately for each Manufacturing Stage. Based upon the annual KB Budget estimates of these four segments (excluding any segment which is billed separately or directly to KBI), a unitized estimate of the Transfer Price will be developed each Year and will be used for invoicing Products shipped to KBI or any Producer. Invoices will be based on the unitized estimate of the Transfer Price and the unitized Transfer Price will be adjusted after the end of each Year in accordance with the annual Year-End settlement procedure contained in Section 5.04. 1. Product Cost will include all costs related to KBI-Related Pilot Production in KB's departments of Pharmaceutical Development, or its successor or comparable function, including subcontracting costs. These allocated costs, however, will not include the expenses of Clinical R&D, or Pre-Clinical R&D. The Product Cost shall be determined in accordance with KB's usual method of accounting for internal projects, where the following costs are reasonably allocated to the Product: a) Project related external costs (consultants, license fees, supplies, etc.). Also included here are variable charges from KB's Chemical Development department. b) Multi-project related external costs (as above but related to more than one project). c) Direct project workers, e.g. employment cost (salary and salary-related costs), consumables, travel, education, subscriptions, etc. Direct project workers are those with 10% or more of the man-year of each such worker devoted to a project. A man-year is defined as a full-time employee (FTE) with 220 working days (gross) per year (giving approximately 180 days net efficient time). A cross-functional average man-year cost per company is to be used in the budget process. The data is updated annually by KB's Control department. d) Common scientific costs include non-project scientific workers devoting less than 10% of the man-year of each such worker to a project, as well as other IVA-1 90 administrative staff in the pharmaceutical function. These costs are not shown at project level, only as a total overhead cost within each category. Depreciation shall be excluded. 2. Site Overhead is made up of the on-site service functions not performed by the Pharmaceutical Development Departments. This includes but is not limited to company management, finance, human resources, information service and technology, legal and information, library, office service, security, s...

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Sellers’ Costs and Expenses Except as may otherwise be provided in this Agreement, including Section 8.1, or in the Purchase Agreement, all expenses and costs incurred by the Sellers in connection with the performance of their obligations hereunder shall be the responsibility of, paid by and for the account of the Sellers.
Costs and Expenses The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.
Fees and Expenses of Escrow Agent The Company shall, without contribution by the Officer, compensate Escrow Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable solely by the Company upon demand by Escrow Agent. The obligations of the Company under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify the Company Representatives and the Officer of any disbursement from the Escrow Funds to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives and the Officer copies of all related invoices and other statements. The Officer, the Company and the Representatives hereby grant to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds to secure all obligations with respect to the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company shall promptly pay such amounts to Escrow Agent or any Indemnified Party upon receipt of an itemized invoice.
Certain Costs and Expenses The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) in the Good Faith discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Group, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI). In the event that (i) Class A Shares or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.
Expenses of Delivery of Warrants The Company shall pay all expenses (other than transfer taxes) and other charges payable in connection with the preparation, issuance and delivery of Warrants and Warrant Shares hereunder.
Other Costs and Expenses Seller shall reimburse Agent, each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.
Legal Fees and Expenses The parties shall each bear their own expenses, legal fees and other fees incurred in connection with this Agreement.
Fees and Expenses Paid There shall have been paid to the Administrative Agent, for the accounts of the Agents and the other Lenders, as applicable, all fees due and payable on or before the Closing Date and all expenses due and payable on or before the Initial Funding Date, including, without limitation, reasonable attorneys’ fees and expenses, and other costs and expenses incurred in connection with the Loan Documents.
Costs, Fees and Expenses Except as otherwise specifically provided herein, each party hereto agrees to pay all costs, fees and expenses which it has incurred in connection with or incidental to the matters contained in this Agreement, including without limitation any fees and disbursements to its accountants and counsel; provided, that the Assuming Institution shall pay all fees, costs and expenses (other than attorneys' fees incurred by the Receiver) incurred in connection with the transfer to it of any Assets or Liabilities Assumed hereunder or in accordance herewith.
Fees and Expenses of Warrant Agent The Company will pay or cause to be paid to the Warrant Agent fees for the Warrant Agent’s services hereunder as set forth in Exhibit B attached hereto, in each case payable upon the Warrant Agent’s invoice to the Company. The Company agrees to pay the Warrant Agent any transfer agent fees which are in addition to the Warrant Agent fees and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.

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