Common use of Out of Pocket Costs Clause in Contracts

Out of Pocket Costs. In connection with Seller’s performance of the Services and without duplication of any expenses included in the Services Fees and unless specified otherwise in Schedule 1, Purchaser shall reimburse Seller (upon receipt of applicable receipts and other reasonable supporting documentation if requested by Purchaser) for all reasonable Out-of-Pocket Costs (excluding the fixed non-labor costs set forth on Schedule 1 and any Out-of-Pocket Costs with respect to any Service indicated to be provided “at no cost” in Schedule 1) actually incurred by Seller or its Affiliates or Subcontractors in connection with performance of any such Service by Seller or its Affiliates or Subcontractors, including but not limited to the pass-through portion of the costs included as Estimated Pass Through costs on Schedule 1, which amounts are Seller’s good-faith estimates as of the date hereof, provided, however, that, other than any such Out-of-Pocket Costs incurred at the direction of Purchaser, its Affiliate or their respective employees (including but not limited to Transferring Employees), Seller shall obtain the written approval of Purchaser (such approval not to be unreasonably withheld, conditioned or delayed) for any such Out-of-Pocket Costs not included in the Estimated Pass Through Costs for the applicable Service that exceeds [***] in any calendar month. Seller shall submit all such Out-of-Pocket Costs to Purchaser, together with reasonable documentation supporting such Out-of-Pocket Cost, with the invoice for the related Services. For clarity, such Out-of-Pocket Costs shall include: (a) any amounts paid to Third Parties and reasonably necessary for the provision of the Services (including costs incurred by Seller or its Affiliates or Subcontractors under Third Party contracts or agreements reasonably necessary to provide any such Service); (b) fees associated with securing any consents required from Third Party contractors, provided that such fees for securing any such consents required by Seller in connection with its performance of the Services shall be solely borne by Purchaser and constitute Allowable Expenses under the Purchase Agreement and payments shall be determined in accordance with Section 3.5 of the Purchase Agreement; (c) shipping and transportation costs (including the cost of any insurance related thereto), including duties and other related Indirect Taxes in accordance with Section 2.07(a); (d) out-of-pocket costs or expenses incurred with Third Parties by Seller, its Affiliates or Subcontractors for the extraction, conversion and transfer of data; (e) reasonable documented and pre-approved travel-related costs, provided that, if Purchaser does not pre-approve such travel-related costs, Seller shall not be required to provide the relevant part of the such Service for which such travel is required; and (f) any other out-of-pocket costs and expenses incurred with Third Parties and pre-approved by Purchaser as reimbursable.

Out of Pocket Costs. In connection with Seller’s performance of addition to the Services and without duplication of any expenses included in Fees, the Services Fees and unless specified otherwise in Schedule 1, Purchaser Company shall reimburse Seller for (upon receipt a) all amounts paid by Seller to the Pass-Through Contractors for performance of applicable receipts Ongoing Trials-related services under the Pass-Through Agreements, (b) those out-of-pocket costs and expenses described in the Budget or any Change Order; (c) except as provided in clauses (d) through (g) immediately below, any other reasonable supporting documentation if requested actual, reasonably incurred, documented, out-of-pocket costs and expenses paid by PurchaserSeller or its Affiliates to Third Party contractors in order to perform the Services; ((a) for all reasonable through (c), collectively, “Out-of-Pocket Costs (excluding the fixed non-labor costs set forth on Schedule 1 and any Out-of-Pocket Costs with respect to any Service indicated to be provided “at no cost” in Schedule 1) actually incurred by Seller or its Affiliates or Subcontractors in connection with performance of any such Service by Seller or its Affiliates or Subcontractors, including but not limited to the pass-through portion of the costs included as Estimated Pass Through costs on Schedule 1, which amounts are Seller’s good-faith estimates as of the date hereof, provided, however, that, other than any such Out-of-Pocket Costs incurred at the direction of Purchaser, its Affiliate or their respective employees (including but not limited to Transferring Employees), Seller shall obtain the written approval of Purchaser (such approval not to be unreasonably withheld, conditioned or delayed) for any such Out-of-Pocket Costs not included in the Estimated Pass Through Costs for the applicable Service that exceeds [***] in any calendar month. Seller shall submit all such Out-of-Pocket Costs to Purchaser, together with reasonable documentation supporting such Out-of-Pocket Cost, with the invoice for the related Services. For clarity, such Out-of-Pocket Costs shall include: (a) any amounts paid to Third Parties and reasonably necessary for the provision of the Services (including costs incurred by Seller or its Affiliates or Subcontractors under Third Party contracts or agreements reasonably necessary to provide any such ServiceCosts”); (bd) fees associated with securing any consents Consents required from Third Party contractors, provided that such fees for securing any such consents required by Seller in connection with its performance of the Services shall be solely borne by Purchaser and constitute Allowable Expenses under the Purchase Agreement and payments shall be determined in accordance with contractors pursuant to Section 3.5 of the Purchase Agreement2.6; (ce) shipping and transportation costs (including the cost of any insurance related thereto)actual, including duties and other related Indirect Taxes in accordance with Section 2.07(a); (d) reasonably incurred, documented, out-of-pocket costs or expenses incurred with Third Parties by Seller, its Affiliates or Subcontractors subcontractors for the extraction, conversion and transfer of data; (e) reasonable documented and pre-approved travel-related costs, provided that, if Purchaser does not pre-approve such travel-related costs, Seller shall not be data required to provide be provided to the relevant part of Company under this Agreement (to the such Service for which such travel is requiredextent not included in the Services); and (f) any other actual, reasonably incurred, documented, out-of-pocket costs or expenses incurred by Seller or its Affiliates in connection with the delivery or destruction of Clinical Trial Materials pursuant to Section 4.3; (g) Seller’s and its Affiliates’ actual, reasonably incurred, documented, out-of-pocket costs and expenses for the transfer and delivery to the Company of the tangible TSA Assets and Company Property contemplated by Section 7.3; (h) Seller’s and its Affiliates’ actual, reasonably incurred, documented, out-of-pocket costs and expenses contemplated by Section 2.11; and (i) all reasonable travel-related costs contemplated by and subject to Section 2.9 ((d) through (i), collectively, “Other Seller Costs”); provided, that Seller provides the Company with reasonably detailed documentation identifying such Out-of-Pocket Costs and Other Seller Costs and, upon the Company’s request, provides the Company with receipts and other reasonable supporting documentation. Except to the extent a lower threshold is provided for in this Agreement, to the extent any Out-of-Pocket Costs (other than as described in clause (a) immediately above) or Other Seller Costs are not included in the Budget or any Change Order, Seller shall not incur any such costs in excess of $[***] and the Company shall have no obligation to reimburse any such costs in excess of $[***], unless approved in advance in writing by the Company. In addition, Seller shall allow the Company to participate in discussions with Seller and any Third Party regarding any agreement or other arrangement to pay Out-of-Pocket Costs (other than as described in clause (a) immediately above) or Other Seller Costs (that, in either case, are not included in the Budget or any Change Order) in excess of $[***]. Out-of-Pocket Costs and Other Seller Costs shall be reimbursed at actual cost without markup and, notwithstanding anything herein to the contrary, shall not include any late fees or other penalties incurred with Third Parties and pre-approved by Purchaser Seller in connection therewith except to the extent caused by the Company. The Company reserves the right to decline to pay unsupported or unexplained costs or expenses and, except as reimbursableprovided in this Section, any costs or expenses not included in the Budget or any Change Order.

Out of Pocket Costs. In connection with Seller’s performance of addition to the Services and without duplication of any expenses included in Fees, the Services Fees and unless specified otherwise in Schedule 1, Purchaser Company shall reimburse Seller for (upon receipt a) all amounts paid by Seller to the Pass-Through Contractors for performance of applicable receipts Ongoing Trials-related services under the Pass-Through Agreements, (b) those out-of-pocket costs and expenses described in the Budget, the Additional Work Order or any Change Order; (c) except as provided in clauses (d) through (g) immediately below, any other reasonable supporting documentation if requested actual, reasonably incurred, documented, out-of-pocket costs and expenses paid by PurchaserSeller or its Affiliates to Third Party contractors in order to perform the Services; ((a) for all reasonable through (c), collectively, “Out-of-Pocket Costs (excluding the fixed non-labor costs set forth on Schedule 1 and any Out-of-Pocket Costs with respect to any Service indicated to be provided “at no cost” in Schedule 1) actually incurred by Seller or its Affiliates or Subcontractors in connection with performance of any such Service by Seller or its Affiliates or Subcontractors, including but not limited to the pass-through portion of the costs included as Estimated Pass Through costs on Schedule 1, which amounts are Seller’s good-faith estimates as of the date hereof, provided, however, that, other than any such Out-of-Pocket Costs incurred at the direction of Purchaser, its Affiliate or their respective employees (including but not limited to Transferring Employees), Seller shall obtain the written approval of Purchaser (such approval not to be unreasonably withheld, conditioned or delayed) for any such Out-of-Pocket Costs not included in the Estimated Pass Through Costs for the applicable Service that exceeds [***] in any calendar month. Seller shall submit all such Out-of-Pocket Costs to Purchaser, together with reasonable documentation supporting such Out-of-Pocket Cost, with the invoice for the related Services. For clarity, such Out-of-Pocket Costs shall include: (a) any amounts paid to Third Parties and reasonably necessary for the provision of the Services (including costs incurred by Seller or its Affiliates or Subcontractors under Third Party contracts or agreements reasonably necessary to provide any such ServiceCosts”); (bd) fees associated with securing any consents Consents required from Third Party contractors, provided that such fees for securing any such consents required by Seller in connection with its performance of the Services shall be solely borne by Purchaser and constitute Allowable Expenses under the Purchase Agreement and payments shall be determined in accordance with contractors pursuant to Section 3.5 of the Purchase Agreement2.6; (ce) shipping and transportation costs (including the cost of any insurance related thereto)actual, including duties and other related Indirect Taxes in accordance with Section 2.07(a); (d) reasonably incurred, documented, out-of-pocket costs or expenses incurred with Third Parties by Seller, its Affiliates or Subcontractors subcontractors for the extraction, conversion and transfer of data; (e) reasonable documented and pre-approved travel-related costs, provided that, if Purchaser does not pre-approve such travel-related costs, Seller shall not be data required to provide be provided to the relevant part of Company under this Agreement (to the such Service for which such travel is requiredextent not included in the Services); and (f) any other actual, reasonably incurred, documented, out-of-pocket costs or expenses incurred by Seller or its Affiliates in connection with the delivery or destruction of Clinical Trial Materials pursuant to Section 4.3; (g) Seller’s and its Affiliates’ actual, reasonably incurred, documented, out-of-pocket costs and expenses for the transfer and delivery to the Company of the tangible TSA Assets and Company Property contemplated by Section 7.3; (h) Seller’s and its Affiliates’ actual, reasonably incurred, documented, out-of-pocket costs and expenses contemplated by Section 2.11; and (i) all reasonable travel-related costs contemplated by and subject to Section 2.9 ((d) through (i), collectively, “Other Seller Costs”); provided, that Seller provides the Company with reasonably detailed documentation identifying such Out-of-Pocket Costs and Other Seller Costs and, upon the Company’s request, provides the Company with receipts and other reasonable supporting documentation. Except to the extent a lower threshold is provided for in this Agreement, to the extent any Out-of-Pocket Costs (other than as described in clause (a) immediately above) or Other Seller Costs are not included in the Budget, the Additional Work Order or any Change Order, Seller shall not incur any such costs in excess of [***] and the Company shall have no obligation to reimburse any such costs in excess of [***], unless approved in advance in writing by the Company. In addition, Seller shall allow the Company to participate in discussions with Seller and any Third Party regarding any agreement or other arrangement to pay Out-of-Pocket Costs (other than as described in clause (a) immediately above) or Other Seller Costs (that, in either case, are not included in the Budget, the Additional Work Order or any Change Order) in excess of [***]. Out-of-Pocket Costs and Other Seller Costs shall be reimbursed at actual cost without markup and, notwithstanding anything herein to the contrary, shall not include any late fees or other penalties incurred with Third Parties and pre-approved by Purchaser Seller in connection therewith except to the extent caused by the Company. The Company reserves the right to decline to pay unsupported or unexplained costs or expenses and, except as reimbursableprovided in this Section, any costs or expenses, not included in the Budget, the Additional Work Order or any Change Order.

Out of Pocket Costs. In connection with Seller’s performance Without limiting the foregoing, the Parties acknowledge that RECEIVING PARTY is also obligated to pay, or reimburse PROVIDING PARTY for its payment of, all Out of the Services and without duplication of any expenses included in the Services Fees and unless specified otherwise in Schedule 1, Purchaser shall reimburse Seller (upon receipt of applicable receipts and other reasonable supporting documentation if requested by Purchaser) for all reasonable Out-of-Pocket Costs (excluding the fixed non-labor costs set forth on Schedule 1 and any Out-of-Pocket Costs with respect to any Service indicated to be provided “at no cost” in Schedule 1) actually incurred by Seller or its Affiliates or Subcontractors in connection with performance of any such Service by Seller or its Affiliates or Subcontractors, including but not limited to the pass-through portion of the costs included as Estimated Pass Through costs on Schedule 1, which amounts are Seller’s good-faith estimates as of the date hereof, defined below); provided, however, thatthat the incurrence of any liability by RECEIVING GROUP for any New Out of Pocket Cost (as defined below) that requires the payment by RECEIVING GROUP of more than $50,000, other than any such Out-of-on an annualized basis, shall require the subsequent approval of the chief accounting officer of RECEIVING PARTY (or his/her designee) after his/her receipt of the Monthly Summary Statement (as defined in Section 3.2) provided to RECEIVING PARTY for the calendar month in which the New Out of Pocket Cost was incurred or paid by PROVIDING PARTY on behalf of RECEIVING PARTY. PROVIDING PARTY shall use commercially reasonable efforts to not incur Out of Pocket Costs that are inconsistent with the type of Out of Pocket Costs incurred at under past practices with the direction of Purchaser, its Affiliate or their respective employees applicable Scheduled Service. If (including but x) PROVIDING PARTY has not limited to Transferring Employees), Seller shall obtain obtained the written prior approval of Purchaser a full-time employee of RECEIVING GROUP before incurring or paying any New Out of Pocket Cost that exceeds $50,000 on an annualized basis, and (such approval not to be unreasonably withheld, conditioned or delayedy) for any such Out-of-Pocket Costs not included in the Estimated Pass Through Costs for after receiving and reviewing the applicable Service Monthly Summary Statement, the chief accounting officer of RECEIVING PARTY (or his/her designee) has not expressly approved the New Out of Pocket Cost in question, then RECEIVING PARTY shall be entitled to dispute the New Out of Pocket Cost until the close of the next audit cycle, provided that exceeds [***] in any calendar month. Seller shall submit all such Out-of-Pocket Costs to Purchaser, together if PROVIDING PARTY disagrees with reasonable documentation supporting such Out-of-RECEIVING PARTY's dispute of the New Out of Pocket Cost, with then PROVIDING PARTY shall be entitled to exercise its rights under the invoice for the related Servicesdispute resolution provisions set forth in Section 1.4. For claritypurposes hereof, such Out-of-the term “Out of Pocket Costs shall include: (a) any amounts Costs” means all fees, costs or other expenses paid by RECEIVING GROUP to Third Parties and reasonably necessary for the provision third parties that are not Affiliates of the Services (including costs incurred by Seller or its Affiliates or Subcontractors under Third Party contracts or agreements reasonably necessary to provide any such Service); (b) fees associated with securing any consents required from Third Party contractors, provided that such fees for securing any such consents required by Seller PROVIDING PARTY in connection with its performance the Corporate Services provided hereunder; and the term “New Out of Pocket Cost” means any Out of Pocket Cost incurred after the Services shall be solely borne by Purchaser Spin-Off Effective Time that is not a continuation of services provided to RECEIVING GROUP in the ordinary course of business consistent with past practices and constitute Allowable Expenses under the Purchase Agreement and payments shall be determined in accordance with Section 3.5 of the Purchase Agreement; (c) shipping and transportation costs (including the cost of any insurance related thereto), including duties and other related Indirect Taxes in accordance with Section 2.07(a); (d) out-of-pocket costs or expenses incurred with Third Parties by Seller, its Affiliates or Subcontractors for the extraction, conversion and transfer of data; (e) reasonable documented and pre-approved travel-related costs, provided that, if Purchaser does not pre-approve such travel-related costs, Seller shall not be required to provide the relevant part of the such Service for which such travel is required; and (f) any other outRECEIVING GROUP had paid or reimbursed a portion thereof prior to the Spin-of-pocket costs and expenses incurred with Third Parties and pre-approved by Purchaser as reimbursableOff Effective Time.

Out of Pocket Costs. In connection 8.4.1. Each Party shall be responsible for its own expenses of performing under this Agreement. Notwithstanding the foregoing, TMC shall be responsible for any out-of-pocket costs owed to a third party and incurred by Nycomed after the Effective Date to the extent solely attributable and directly related to: (a) Nycomed’s transfer of Approvals and Regulatory Filings to TMC or TMC’s designee pursuant to Section 6.4, (b) Nycomed’s maintenance of Approvals pursuant to Section 6.5, (c) Nycomed’s registration efforts with Sellerrespect to Regulatory Filings pursuant to Section 6.5, (d) Nycomed’s performance withdrawal or amendment of Regulatory Filings pursuant to Section 6.5 or 6.9.2, (e) Nycomed’s termination or amendment of Approvals pursuant to Section 6.9, (f) Nycomed’s transfer of the Services Assigned Trademark Registrations to TMC or TMC’s designee pursuant to Section 5.1, (g) Nycomed’s maintenance of the Assigned Trademark Registrations prior to such transfer and without duplication (h) Nycomed’s transfer of any expenses included in the Services Fees and unless specified otherwise in Schedule 1, Purchaser shall reimburse Seller Assigned Domain Names to TMC or TMC’s designee pursuant to Section 5.2 (upon receipt of applicable receipts and other reasonable supporting documentation if requested by Purchaser) for all reasonable the “Out-of-Pocket Costs (excluding the fixed non-labor costs set forth on Schedule 1 and any Out-of-Pocket Costs with respect to any Service indicated to be provided “at no cost” in Schedule 1) actually incurred by Seller or its Affiliates or Subcontractors in connection with performance of any such Service by Seller or its Affiliates or Subcontractors, including but not limited to the pass-through portion of the costs included as Estimated Pass Through costs on Schedule 1, which amounts are Seller’s good-faith estimates as of the date hereof, Costs”); provided, however, that, other than any such Out-of-Pocket Costs incurred at the direction of Purchaser, its Affiliate or their respective employees (including but not limited to Transferring Employees), Seller shall obtain the written approval of Purchaser (such approval not to be unreasonably withheld, conditioned or delayed) for any such Out-of-Pocket Costs not included in the Estimated Pass Through Costs for the applicable Service that exceeds [***] in any calendar month. Seller shall submit all such Out-of-Pocket Costs to Purchaser, together with reasonable documentation supporting such Out-of-Pocket Cost, with the invoice for the related Services. For clarity, such Out-of-Pocket Costs shall include: be incurred in the ordinary course of business and consistent with Nycomed’s past practice and shall be substantially in accordance with the budget set forth as Schedule 8.4.1 (aas the same may be amended from time to time with the prior written approval of TMC, which approval will not be unreasonably withheld); and provided, further, that Nycomed shall maintain adequate supporting documentation to substantiate all Out-of-Pocket Costs billed to TMC and shall provide the foregoing to TMC upon request. 8.4.2. Taxes now or hereafter imposed with respect to TMC’s reimbursement of the Out-of-Pocket Costs contemplated hereunder (with the exception of income taxes or other taxes imposed upon Nycomed and measured by the gross or net income of Nycomed) shall be the responsibility of TMC as between TMC and Nycomed Danmark ApS, and if paid or required to be paid by Nycomed Danmark ApS, the amount thereof shall be added to and become a part of the amounts payable by TMC hereunder. Nycomed Danmark ApS remains responsible however to the local VAT authorities for introducing any amounts periodical VAT returns and paying any VAT due on the reimbursement of the Out-of-Pocket Costs, if required to do so under the applicable VAT law and regulations. Notwithstanding the foregoing, if TMC is required to withhold taxes from any amount payable by TMC to Nycomed Danmark ApS under Section 8.4.1, then TMC shall pay to Nycomed Danmark ApS an additional amount as may be necessary so that Nycomed Danmark ApS will receive, after deduction of such withholding tax, the amount which Nycomed Danmark ApS would have received in the absence of such withholding tax. Nycomed Danmark ApS will promptly credit to TMC any withholding tax Nycomed Danmark ApS recovers through a foreign tax credit that Nycomed Danmark ApS actually uses to reduce its tax liabilities, up to the additional amount as described above, that TMC has paid to Third Parties and reasonably necessary for the provision of the Services (including costs Nycomed Danmark ApS with respect to that recovered tax. 8.4.3. The Out-of-Pocket Costs incurred by Seller or its Affiliates or Subcontractors under Third Party contracts or agreements reasonably necessary to provide any such Service); (b) fees associated with securing any consents required from Third Party contractors, provided that such fees for securing any such consents required by Seller in connection with its performance of the Services Nycomed during each calendar quarter shall be solely borne calculated by Purchaser and constitute Allowable Expenses under Nycomed at the Purchase Agreement and payments end of such quarter, shall be determined reported by Nycomed to TMC after the end of each such calendar quarter as follows: within five Business Days after the end of each quarter, Nycomed shall report such information with respect to the first two months of such quarter and shall provide estimates with respect to the third month of such quarter, and within ten Business Days after the end of each quarter, Nycomed shall report such information with respect to the third month of such quarter. The Out-of-Pocket Costs shall be paid by TMC in accordance with Section 3.5 8.5. 8.4.4. If any portion of the Purchase Agreement; (c) shipping and transportation costs (including the cost of any insurance related thereto), including duties and other related Indirect Taxes in accordance with Section 2.07(a); (d) outOut-of-pocket costs or expenses incurred with Third Parties by SellerPocket Costs are stated in a currency other than United States Dollars during such quarter, its Affiliates or Subcontractors then, for the extraction, conversion purpose of calculating and transfer of data; (e) reasonable documented and pre-approved travel-related costs, provided that, if Purchaser does not pre-approve such travel-related costs, Seller shall not be required to provide reporting the relevant part of the such Service for which such travel is required; and (f) any other outOut-of-pocket costs and expenses incurred with Third Pocket Costs for such quarter, such portion of the Out-of-Pocket Costs shall be converted into United States Dollars at the exchange rate between those two currencies most recently quoted in the European Central Bank in Frankfurt as of the last Business Day of such calendar quarter. If no such exchange rate has been quoted in the European Central Bank in Frankfurt at any time during the 12-month period preceding the last Business Day of such quarter, the Parties and preshall determine in good faith a reasonable exchange rate to be applied to such portion of the Out-approved by Purchaser as reimbursableof-Pocket Costs.

Out of Pocket Costs. In connection with Seller’s performance of the Services and without duplication of any expenses included in the Services Fees and unless specified otherwise in Schedule 1, Purchaser shall reimburse Seller (upon receipt of applicable receipts and other reasonable supporting documentation if requested by Purchaser) for all reasonable Out-of-Pocket Costs (excluding the fixed non-labor costs set forth on Schedule 1 and any Out-of-Pocket Costs with respect to (i) the PRMS Services set forth in the PRMS.01 section of Schedule 1 and (ii) any Service indicated to be provided “at no cost” in Schedule 1) actually incurred by Seller or its Affiliates or Subcontractors in connection with performance of any such Service by Seller or its Affiliates or Subcontractors, including but not limited to the pass-through portion of the costs included as Estimated Pass Through costs on Schedule 1, which amounts are Seller’s good-faith estimates as of the date hereof, provided, however, that, other than any such Out-of-Pocket Costs incurred at the direction of Purchaser, its Affiliate or their respective employees (including but not limited to Transferring Employees), Seller shall obtain the written approval of Purchaser (such approval not to be unreasonably withheld, conditioned or delayed) for any such Out-of-Pocket Costs not included in the Estimated Pass Through Costs for the applicable Service that exceeds [***] in any calendar month. Seller shall submit all such Out-of-Pocket Costs to Purchaser, together with reasonable documentation supporting such Out-of-Pocket Cost, with the invoice for the related Services. For clarity, such Out-of-Pocket Costs shall include: (a) any amounts paid to Third Parties and reasonably necessary for the provision of the Services (including costs incurred by Seller or its Affiliates or Subcontractors under Third Party contracts or agreements reasonably necessary to provide any such Service); (b) fees associated with securing any consents required from Third Party contractors, provided that such fees for securing any such consents required by Seller in connection with its performance of the Services shall be solely borne by Purchaser and constitute Allowable Expenses under the Purchase Agreement and payments shall be determined in accordance with Section 3.5 of the Purchase Agreement; (c) shipping and transportation costs (including the cost of any insurance related thereto), including duties and other related Indirect Taxes in accordance with Section 2.07(a); (d) out-of-pocket costs or expenses incurred with Third Parties by Seller, its Affiliates or Subcontractors for the extraction, conversion and transfer of data; (e) reasonable documented and pre-approved travel-related costs, provided that, if Purchaser does not pre-approve such travel-related costs, Seller shall not be required to provide the relevant part of the such Service for which such travel is required; and (f) any other out-of-pocket costs and expenses incurred with Third Parties and pre-approved by Purchaser as reimbursable.