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 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, and as shall permit any refund of any such tax before or after the Closing Date.
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, and not jointly, shall be liable for and hold the Buyer 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 (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 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. Without limiting the parties' rights set forth in the preceding sentences, the Buyer and the Company agree to use good faith efforts to agree upon and establish a mutually acceptable escrow arrangement that will be in addition to any other escrow arrangement provided for hereunder and will serve as the sole remedy for satisfying the Partners' obligations under this Section 5.10. The Buyer's right to indemnification pursuant to this Section 5.10 is and shall be deemed to be a right to indemnification under Article VII hereof. Notwithstanding the foregoing, this Section 5.10 shall terminate and be of no f...
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.
Conveyance Taxes; Costs. Company shall be liable for and shall hold Buyer harmless against 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 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 the Closing Date in accordance with any available pre-sale filing procedure.
Conveyance Taxes; Costs. Except for (i) taxes measured by the net income or capital gain of the Seller and (ii) any Taxes arising as a result of the transfer of property by the Seller to EMG and the Subsidiary as contemplated by Section 4.8 or associated with the formation of EMG and its capitalization, each of which shall be the Seller's sole responsibility, the Buyer shall be liable for and shall hold the Seller harmless against any real property transfer tax or 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 Seller agrees 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 Seller, 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. NaviSite 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 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.
Conveyance Taxes; Costs. The Company shall be liable for and shall hold the Buyer and the Stockholders harmless against any transfer, value added, excise, stock transfer, stamp, recording, registration and any similar Taxes that become payable in connection with the Purchase, 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. Each Stockholder shall be liable for and shall hold the Company and the Buyer harmless against any transfer, value added, excise, stock transfer, stamp, recording, registration and any similar Taxes that become payable in connection with the Redemption, 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.
