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. 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.
Certain Transaction Costs. (a) For the Hotels listed on Schedules 2.1(a) and (c), CTF 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), CTF shall be allocated one-half of the Transfer Taxes payable pursuant to the Lease Assignment & Sale at the Preliminary Allocated Price. Schedule 3.5 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 CTF and Purchaser. Schedule 3.5 shall be adjusted by CTF, Marriott and Purchaser from time-to-time until the Closing to reflect any elections made by Marriott under the CTF Agreement 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.
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.
Certain Transaction Costs. Except as otherwise provided in the Transaction Agreements or any other agreement between or among the parties relating to the GM Transactions and/or the Merger, and any of the other transactions contemplated in connection therewith, but only if such other agreement has been disclosed by Hughes and GM to EchoStar, all costs and expenses incurred by XX, Hughes, EchoStar or their respective Affiliates in connection xxxx xhe GM Transactions and/or the Merger, and any of the other transactions contemplated in connection therewith, shall be paid by the party that actually incurs such costs and expenses. Notwithstanding the foregoing, the responsibility for certain transaction costs relating to the GM Transactions and the Merger shall be allocated in accordance with the provisions of this Section 5.1(i).
Certain Transaction Costs. Notwithstanding anything to the contrary in this section 12.2, Buyer shall be liable for and pay any and all transfer Taxes arising in connection with the transfer of the stock or interests of Company hereunder and Buyer shall indemnify, defend and hold the other party harmless against any and all such transfer Taxes.
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. (a) Marriott shall cause CTF to be allocated one-half of the Transfer Taxes which would be payable if the Hotels were transferred pursuant to the Target Sale at the Preliminary Allocated Price. Schedule 3.6 sets forth the initial estimate of the Transfer Taxes made by CTF and the parties hereto 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 CTF and Purchaser. Schedule 3.6 shall be adjusted by CTF and Marriott at the direction of Purchaser from time-to-time until the Closing to reflect 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.
Certain Transaction Costs. 53 10.11 CHANGE IN NAME................................................................. 54
