The fees payable for any Transition Service (the “ Fees ”) shall be as set forth for such Transition Service on Exhibit A and Exhibit B , exclusive of any applicable taxes, including any value added tax, sales tax or duty of any kind (other than taxes based on the Service Provider’s income), which as applicable shall be added to the Fees. It is the intent that the Recipient shall also reimburse the Service Provider and its Affiliates for all actual expenses, which shall expressly include any employee or subcontractor wage, benefit or other employment expenses related to the time spent providing the Transition Services not otherwise expressly included in the Fees, which the Service Provider or any of its Affiliates incur in connection with performing the Transition Services, including actual and documented out-of-pocket expenses incurred and paid by the Service Provider or any of its Affiliates to any Third Party (other than expenses expressly included in the Fees) (“ Third-Party Expenses ”) in connection with performing the Transition Services (collectively, “ Expenses ”). With respect to any health or welfare benefits that CoalCo requests Parent to continue following the Closing and which are self-insured by Parent, CoalCo shall promptly reimburse Parent upon Parent’s payment of claims for such health or welfare benefits.