Certain Taxes and Expenses. (a) All sales, use, transfer, intangible, excise, documentary stamp, recording, gross income, gross receipts and other similar taxes or fees which may be due or payable in connection with the consummation of the transactions contemplated hereby shall be paid by the Seller.
Certain Taxes and Expenses. Seller shall be responsible solely for the payment or discharge of all federal, state and local sales, use, transfer, real property transfer, documentary stamp, recording and other similar taxes with respect to the sale of the Acquired Assets. Whether or not the transactions contemplated by this Agreement are consummated, Seller and Purchaser shall each bear their respective investment banking, accounting, legal and other expenses incurred in connection with the transactions contemplated by this Agreement.
Certain Taxes and Expenses. 57 7.2 Maintenance of Books and Records................................57 7.3 Survival........................................................57 7.4 Indemnification.................................................60 7.4.1 General Indemnification Obligations.......................60 7.4.2 General Indemnification Procedures........................61 7.4.3 Indemnification for Negligence............................64 7.5
Certain Taxes and Expenses. Citizens shall be solely responsible for all state and local sales, use, transfer, real property transfer and other similar taxes, fees and charges that are calculated based on the value of the Acquired Assets being transferred arising from and with respect to the sale and purchase of the Acquired Assets and Buyer shall be solely responsible for all transfer, registration, documentary stamp, recording and other similar fees and charges arising from and with respect to the transfer and recording of title documentation relating to the Acquired Assets. Parent shall be responsible for all costs and expenses relating to the assumption by or assignment to Parent or Buyer of the Assumed Indebtedness. Except as otherwise provided in this Agreement, each of the parties hereto shall each bear its respective accounting, legal and other expenses incurred in connection with the transactions contemplated by this Agreement.
Certain Taxes and Expenses. (a) All sales, use, transfer, intangible, excise, documentary stamp, recording, gross income, gross receipts and other similar Taxes or fees which may be due or payable in connection with the consummation of the transactions contemplated hereby shall be paid 50% by the Buyer and 50% by the Seller.
Certain Taxes and Expenses. Buyer and Seller shall pay equal shares of all state and local sales, use, transfer, real property transfer, documentary stamp, recording and other similar taxes arising from and with respect to the sale and purchase of the Systems, if any. Except as otherwise provided in this Agreement, each of the Parties hereto shall bear its respective accounting, legal and other expenses incurred in connection with the transactions contemplated by this Agreement.
Certain Taxes and Expenses. 14 8.2 Tax Returns and Other Filings......................................................................14 8.3
Certain Taxes and Expenses. The Services Company shall pay all sales, use, transfer, real property transfer, documentary stamp, recording and other similar taxes with respect to transfer of the Contributed Assets. The Products Company shall pay the audit fees of Xxxxxx Xxxxxxxx LLP in connection with the audit of the financial statements for the fiscal years ended December 31, 1995 and 1996. The Products Company shall pay the fees and expenses of Ernst & Young LLP and Blank Rome Xxxxxxx & XxXxxxxx for the applicable accounting and legal services rendered in connection with the transactions contemplated by this Agreement and the Stock Purchase Agreement. The Services Company shall pay the fees and expenses of Xxxxxx Xxxxxxxx LLP (other than the audit fees) and the fees and expenses of Pepper, Xxxxxxxx & Xxxxxxx LLP for the applicable accounting and legal services rendered in connection with the transactions contemplated by this Agreement and the Stock Purchase Agreement. At the Closing the Products Company shall pay all transaction fees incurred by each of the Products Company and the Services Company and referred to in this Section 8.1. The Services Company shall concurrently therewith issue to the Products Company the Services Intercompany Note.
Certain Taxes and Expenses. (a) AVE and Purchaser shall each be responsible for one-half of all state and local sales, use, transfer, real property transfer, documentary stamp, recording and other similar taxes arising from and with respect to the sale and purchase of the Acquired Assets. Except as otherwise expressly provided in this Agreement, each of the parties hereto shall bear its respective accounting, legal and other expenses incurred in connection with the transactions contemplated by this Agreement.
Certain Taxes and Expenses. Purchaser shall pay all sales, use, transfer, real property transfer, documentary stamp and other similar taxes and all recording, filing and other fees and costs with respect to the sale and purchase of the Purchased Assets (other than any federal, state or foreign income tax on any gain recognized by Seller on the sale of the Purchased Assets). Whether or not the transactions contemplated by this Agreement are consummated, Seller and Purchaser shall each bear its respective accounting, legal, financial advisory and other expenses incurred in connection with the transactions contemplated by this Agreement, except as specifically otherwise provided herein.
