Conveyance Taxes; Costs. The Buyer shall be liable for and shall hold the Sellers harmless against any real property transfer, sales, use, transfer, value added, excise, stock transfer, stamp, recording, registration and any similar Taxes that become payable in connection with the acquisition by the Buyer contemplated hereby, and the applicable parties shall file such applications and documents as shall permit any such Tax to be assessed and paid on or prior to the Closing Date in accordance with any available pre-sale filing procedure. The Sellers agree to cooperate with the Buyer and, subject to the other terms of this Agreement, to take any action reasonably requested by the Buyer, at no cost to the Sellers, in order to minimize the amount of such Taxes. The parties shall execute and deliver all instruments and certificates necessary to permit compliance with the foregoing. The Buyer shall pay the entire cost of any title insurance (for itself or any lender, including lenders of indebtedness assumed by the Buyer hereunder), surveys, title inspections, and appraisals that the Buyer elects to obtain in connection with the transactions contemplated hereby. The Buyer shall pay any and all attorneys' fees of its lenders and lenders of indebtedness assumed by the Buyer hereunder.
Conveyance Taxes; Costs. Parent shall be liable for and shall hold the Company harmless against any transfer, value added, excise, stock transfer, stamp, recording, registration and any similar taxes that become payable in connection with the Merger, and the applicable parties shall file such applications and documents as shall permit any such tax to be assessed and paid on or prior to the Closing Date in accordance with any available pre-sale filing procedure.
Conveyance Taxes; Costs. Except as set forth in Sections 5.01(e) and 5.11(a) and (b), the Acquirors shall be liable for and shall hold THCI harmless against any real property transfer or gains, sales, use, transfer, value added, excise, stock transfer, stamp, recording, registration and any similar Taxes that become payable in connection with the acquisitions by Acquirors contemplated hereby, and the applicable parties shall file such applications and documents as shall permit any such Tax to be assessed and paid on or prior to the Applicable Closing Date in accordance with any available pre-sale filing procedure. THCI agrees to cooperate with the Acquirors and, subject to the other terms of this Agreement and provided the same does not prohibit or adversely affect in any manner the ability of THCI or any THCI Subsidiary to qualify for Section 1031 Treatment, to take any action reasonably requested by the Acquirors in order to minimize the amount of such Taxes. The parties shall execute and deliver all instruments and certificates necessary to permit compliance with the foregoing. Each party shall be responsible for its own attorneys' fees. The Acquirors shall pay the entire cost of any title insurance (for itself or any lender, including lenders of indebtedness assumed by the Acquirors hereunder), surveys, title inspections, environmental reports, engineering reports and appraisals that the Acquirors elect to obtain in connection with the transactions contemplated hereby. The Acquirors shall pay any and all attorneys' fees of its lenders and lenders of indebtedness assumed by the Acquirors hereunder.
Conveyance Taxes; Costs. 45 Section 6.2 Treatment of Indemnity Payments....................................................................46 Section 6.3
Conveyance Taxes; Costs. The Buyer shall be liable for and shall hold the Company and the Partners harmless against any transfer, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with the transactions contemplated hereby. Notwithstanding the foregoing, the Partners severally (pro rata in accordance with their Interests), and not jointly, shall be liable for and hold the Buyer Parties harmless against certain city, county, municipal or local conveyance Taxes (the "Municipal Taxes") to the extent such Municipal Taxes are actually incurred; provided that the Buyer Parties (a) shall timely prepare, or cause to be prepared, any Tax Returns with respect to such Municipal Taxes (or any transaction giving rise or purportedly giving rise to such Municipal Taxes) required to be filed by applicable Law, in each case, in form and substance reasonably satisfactory to the Company and the Indemnification Representative, on behalf of the Partners, and otherwise cooperate in good faith with the Company and the Indemnification Representative, as the case may be, in such preparation of such Tax Returns, (b) shall timely file, or cause to be filed, such Tax Returns with the appropriate Governmental Authorities, and (c) shall otherwise cooperate in good faith with the Company and the Indemnification Representative in the preparation and filing of such Tax Returns; provided further that (1) the Buyer Parties shall promptly notify the Indemnification Representative of any notice of a proposed assessment or claim in an administrative, judicial or other proceeding that, if determined adversely to the taxpayer, would be grounds for indemnification under this sentence, and (2) the Indemnification Representative (on behalf of the Partners), at its option, shall have the right to defend any administrative, judicial or other proceeding in such manner as it may deem appropriate with respect to such claimed Municipal Taxes. The Buyer Parties' right to indemnification pursuant to this Section 5.10 shall not be subject to any time limitation, Threshold Amount or Maximum Amount provided in Article VII, and the Buyer Parties shall not be obligated to seek payment from the Indemnification Escrow Amount, or be limited by the funds remaining in the Indemnification Escrow Amount. For the avoidance of doubt, the provisions of Sections 7.2(c)-(g) and the final sentence of 7.2(h) shall be applicable to claims under this Section 5.10. The inclusion of this Section 5...
Conveyance Taxes; Costs. Subject to the terms of this Section 4.4, NaviSite, on the one hand, and the Sellers, on the other, shall each be liable for fifty percent (50%) of any transfer, sales, use, value added, excise, stock transfer, stamp, recording, registration and any similar taxes (collectively, “Sales Taxes” and each a “Sales Tax”) that become payable in connection with the acquisition by Buyer of the Purchased Assets and other transactions contemplated hereby, and the Sellers shall file such applications and documents as shall permit any such Sales Taxes to be assessed and paid on or prior to the Closing Date in accordance with any available pre-sale filing procedure. Sellers shall prepare and file the requisite Sales Tax applications within forty-five (45) days after Closing. NaviSite shall pay Sellers for fifty percent (50%) of the aggregate amount of any Sales Taxes pursuant to this Section 4.4 no later than ten (10) days after receiving an invoice from the Sellers, which invoice shall be sent to Cxxxx Xxxxxxxx at NaviSite by email at cxxxxxxxx@xxxxxxxx.xxx, with a hard copy to follow by mail, and shall include evidence of the amount of such Sales Taxes assessed and paid by or on behalf of Sellers. Notwithstanding the foregoing, NaviSite shall not be liable for, and shall not be required to pay to Sellers, any amounts for Sales Taxes in excess of an aggregate amount of twenty-five thousand dollars ($25,000) (50% of $50,000 paid by Sellers).
Conveyance Taxes; Costs. 55 SECTION 7.02. TREATMENT OF INDEMNITY PAYMENTS. . . . . . . . . . . . . . 55 SECTION 7.03. ALLOCATION OF CONSIDERATION. . . . . . . . . . . . . . . . 56 SECTION 7.04.
Conveyance Taxes; Costs. All transfer, value added, excise, stock transfer, stamp, recording, registration and any similar duties or Taxes that become payable in connection with the acquisition by Buyer of the Company Shares and other transactions contemplated hereby shall be borne 50% by Buyer and 50% by the Stockholders, and the Stockholder Representative shall, file all necessary Tax Returns and other documentation with respect to all such Taxes described in this Section 5.8.
Conveyance Taxes; Costs. Buyer, on the one hand, and Sellers, on the other, shall be equally liable for any transfer, value added, excise, stock transfer, stamp, recording, registration and any similar taxes that become payable in connection with the acquisition by Buyer of the Membership Interests, and the applicable parties shall file such applications and documents as shall permit any such tax to be assessed and paid on or prior to the Closing Date in accordance with any available pre-sale filing procedure; provided, that Sellers shall pay any such Taxes with respect to the contribution of the Seller Loans.
Conveyance Taxes; Costs. Parent and Seller on the one hand, and Buyer on the other hand, shall each bear and pay one half of any transfer, sales, use, value added, excise, stock transfer, stamp, recording, registration and similar Taxes that become payable in connection with the acquisition by Buyer of the Purchased Assets and other transactions contemplated hereby, and the applicable parties shall file such applications and documents as shall permit any such Tax to be assessed and paid on or prior to the Closing Date in accordance with any available pre-sale filing procedure.
