Certain Transaction Costs. (a) For the Hotels listed on Schedules 2.1(a) and (c), the Seller shall be allocated one-half of the Transfer Taxes which would be payable if such Hotels were transferred pursuant to the Target Sale at the Preliminary Allocated Price. For the Hotels listed on Schedule 2.1(b), the Seller shall be allocated one-half of the Transfer Taxes payable pursuant to the Lease Assignment & Sale at the Preliminary Allocated Price. Schedule 3.9 sets forth the parties’ initial estimate of the Transfer Taxes to be incurred in connection with the Fee Sale, Target Sale and Lease Assignment & Sale as well as the estimated amount thereof to be allocated to the Seller and the Buyer. Schedule 3.9 shall be adjusted by the Seller and the Buyer from time-to-time until the Closing to reflect any elections made by the Buyer hereunder and calculations made by the Title Company based upon the actual amount of Transfer Taxes due and payable in the applicable jurisdictions as of the Closing Date.
(b) Regardless of Law or convention, it shall be the responsibility of the Buyer to pay or cause to be paid all Transfer Taxes and otherwise complete and file all Tax Returns in connection therewith in a timely manner. The Seller shall cooperate with the Buyer as reasonably requested by the Buyer in connection with the preparation and filing of such Tax Returns. The Unadjusted Purchase Price shall be reduced at Closing by the total amount of Transfer Taxes allocated to the Seller that are actually paid or payable by the Buyer, and the Preliminary Allocated Price related to each Hotel Interest affected thereby shall be reduced accordingly.
Certain Transaction Costs. Notwithstanding the provisions of Section 4.1, the responsibility for certain transaction costs relating to the Transactions shall be allocated in accordance with the provisions of this Section 4.2.
(a) Xxxxxx shall pay (or promptly reimburse GM upon invoice) the following:
(i) all filing fees associated with filings made at the FCC (as defined in the Stock Purchase Agreement) or other Governmental Authorities (as defined below), arising from notifications to or applications for consent from Governmental Authorities required with respect to the Xxxxxx Permits (as defined in the Stock Purchase Agreement); and
(ii) the fees and expenses of the Xxxxxx Financial Advisors (as defined in the Stock Purchase Agreement) in connection with the Transactions, and the fees and expenses of Weil, Gotshal & Xxxxxx LLP, Xxxxxx & Xxxxxxx LLP, Xxxxx, Xxxx and Xxxxxxxx LLP and Xxxxx Day, legal advisors to Xxxxxx, and any other legal advisors to Xxxxxx (in each case for legal services rendered to Xxxxxx), in connection with the Transactions.
(b) GM or a GM Affiliate shall pay (or promptly reimburse Xxxxxx upon invoice) the following:
(i) all costs and expenses of printing and distributing to GM stockholders the Proxy/Consent Solicitation Statement (as defined in the Stock Purchase Agreement), any prospectus contained in the Registration Statements (as defined in the Stock Purchase Agreement) that is combined with the Proxy/Consent Solicitation Statement, any Disclosure Documents (as defined in the Stock Purchase Agreement) and any other materials relating to the Transactions;
(ii) all filing fees associated with filing of the Proxy/Consent Solicitation Statement, any Registration Statement of Xxxxxx, and any other Disclosure Documents of GM or Xxxxxx with the Securities and Exchange Commission and any other state and foreign securities law regulators;
(iii) all costs and expenses of the GM transfer agent and any proxy or consent solicitation agents, information agents or similar consultants or agents engaged by GM in connection with effecting the Transactions but excluding any fees and expenses described in Section 4.2(a); and
(iv) the fees and expenses of the GM Financial Advisors (as defined in the Stock Purchase Agreement) in connection with the Transactions, and Jenner & Block, LLC, Xxxxxxxx & Xxxxx and Xxxxxxxx, Xxxxxx & Finger, P.A., legal advisors to GM, and any other legal advisors to GM (in each case for legal services rendered to GM), in connection with the Transacti...
Certain Transaction Costs. 60 9.11 Changes to Transaction Agreements ................................. 60 9.12
Certain Transaction Costs. Except as otherwise provided in the Transaction Agreements, all costs and expenses incurred by GM, Xxxxxx, the Purchaser or their respective Affiliates in connection with the Transactions and any of the other transactions contemplated in connection therewith shall be paid by the party that actually incurs such costs and expenses. For the avoidance of doubt, it is understood and agreed that the Purchaser shall pay all filing fees associated with filing any Registration Statement of the Purchaser or any other Disclosure Document of the Purchaser with the Securities and Exchange Commission and any other state and foreign securities law regulators.
Certain Transaction Costs. Avalon shall pay all taxes and other ------------------------- governmental assessments, charges or levies, costs of title insurance and other conveyance costs which arise or are incurred in connection with the contribution of the Contributed Assets to Avalon, including, without limitation, all sales, value-added, registration, transfer (including documentary and stamp) or similar taxes, whether domestic or foreign, but excluding any taxes based upon AWS's income.
Certain Transaction Costs. 53 10.11 CHANGE IN NAME................................................................. 54
Certain Transaction Costs. DETTCO's contribution to Partnership of the Subject Interest in exchange for the issuance of the Consideration to DETTCO by Partnership, subject to certain cash adjustments and the assumption and/or retention of certain obligations and liabilities, is the contribution of intangible personal property in exchange for other intangible personal property, which the Parties understand is not subject to any sales, use, transfer or other similar Taxes or any recording, filing and other fees (collectively, "Certain Transaction Costs"). In the event any Certain Transaction Costs are asserted in connection with the consummation of such contribution and exchange, each of the Parties hereto shall consult and cooperate in good faith with each other on a timely basis in order to effectively contest, defend, prosecute, settle and/or compromise any audit, examination, investigation or administrative, court or other proceeding relating to such Certain Transaction Costs and to mutually agree on the handling thereof. Any costs, disbursements or expenses (including, but not limited to, fees, disbursements and expenses of attorneys, accountants and other professional Tax advisors and of expert witnesses) incurred in connection with any such audit, examination, investigation or administrative, court or other proceeding shall be borne equally by Partnership and DETTCO. In the event any Certain Transaction Costs are imposed in connection with the consummation of such contribution and exchange, such Certain Transaction Costs shall be borne equally by Partnership and DETTCO. Notwithstanding any other provision herein to the contrary, the respective rights and obligations of the Parties under this Section 10.10 shall survive the Closing indefinitely and shall not be subject to any of the limitations contained in Section 11.6 and Section 11.8(c).
Certain Transaction Costs. Sellers agree to pay (i) the costs of releasing any encumbrance that is required to be released at Closing; (ii) all payments and fees required to be paid by Sellers as stated under this Agreement; and (iii) all state, county, and local transfer and documentary taxes applicable to the transfer and documentary taxes applicable to the Properties at Closing. The Parties agree that the Mining Venture shall pay all costs of recording the deeds and conveyance documents evidencing Uranerz’ acquisition of the Properties under this Agreement.
Certain Transaction Costs. Counsel for each of Lessor, ------------------------- Lessee and the Certificate Purchasers shall have received, to the extent then invoiced, payment in full in cash of all Transaction Costs payable to such counsel pursuant to this Lease.
Certain Transaction Costs. The Seller shall be liable for and pay any and all excise, sales, use, stamp, documentary, filing, recordation and other transfer taxes arising in connection with the transfer of the Stock to the Holding Company hereunder and the Seller shall indemnify, defend and hold the Holding Company harmless against any and all such transfer taxes. The Holding Company shall be liable for and pay any and all excise, sales, use, stamp, documentary, filing, recordation and other transfer taxes arising in connection with the transfer of the Preferred Stock to the Seller hereunder and the Holding Company shall indemnify, defend and hold the Seller harmless against any and all such transfer taxes.
