Common use of Conveyance Taxes Clause in Contracts

Conveyance Taxes. The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time.

Appears in 23 contracts

Samples: Merger Agreement (Sonicwall Inc), Merger Agreement (Sonicwall Inc), Merger Agreement (AMICAS, Inc.)

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Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time.

Appears in 16 contracts

Samples: Merger Agreement (Safeway Inc), Merger Agreement (Fsa Acquisition Corp), Merger Agreement (Laidlaw Inc)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on at or before the Effective Time.

Appears in 13 contracts

Samples: Merger Agreement (American Medical Response Inc), Merger Agreement (Cytotherapeutics Inc/De), Merger Agreement (Live Entertainment Inc)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time.

Appears in 6 contracts

Samples: Merger Agreement (Workgroup Technology Corp), Acquisition Agreement (Broadcom Corp), Merger Agreement (Megatest Corp)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective TimeTime and the Surviving Corporation shall be responsible for the payment of all such taxes and fees.

Appears in 6 contracts

Samples: Merger Agreement (Alliance Healthcard Inc), Merger Agreement (Lci International Inc /Va/), Merger Agreement (Aarow Environmental Group Inc)

Conveyance Taxes. The Parent and Company and Parent shall will cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time.

Appears in 5 contracts

Samples: Agreement and Plan of Merger and Reorganization (Ohr Pharmaceutical Inc), Merger Agreement (Zev Ventures Inc.), Agreement and Plan of Merger and Reorganization (Neothetics, Inc.)

Conveyance Taxes. The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions transaction contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time.

Appears in 5 contracts

Samples: Merger Agreement (Sybron Dental Specialties Inc), Merger Agreement (Yahoo Inc), Merger Agreement (Danaher Corp /De/)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications applications, or other documents regarding (i) any real property transfer or gains, sales, use, transfer, value value-added, stock transfer transfer, and stamp taxes, (ii) any transfer, recording, registration and other fees, and (iii) any similar taxes which or fees that become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time.

Appears in 5 contracts

Samples: Merger Agreement (Healthplan Services Corp), Merger Agreement (Softkey International Inc), Agreement and Plan of Merger (Uici)

Conveyance Taxes. The Parent and the Company and Parent shall will cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time.

Appears in 5 contracts

Samples: Merger Agreement (CWR 1, LLC), Merger Agreement (Trustfeed Corp.), Merger Agreement (Brain Scientific Inc.)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxesTaxes, any transfer, recording, registration and other fees, and fees or any similar taxes Taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time, and any such Taxes shall be paid by the Company.

Appears in 4 contracts

Samples: Merger Agreement (Sphere 3D Corp), Merger Agreement (Sphere 3D Corp), Merger Agreement (Overland Storage Inc)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in ---------------- the preparation, execution and filing of all returns, questionnaires, applications applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on at or before the Effective Time.

Appears in 3 contracts

Samples: Merger Agreement (Premiere Technologies Inc), Merger Agreement (Xpedite Systems Inc), Merger Agreement (Premiere Technologies Inc)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes Taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time.

Appears in 3 contracts

Samples: Merger Agreement (Canandaigua B V), Merger Agreement (Ravenswood Winery Inc), Merger Agreement (Pennichuck Corp)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time, and the Surviving Corporation shall be responsible for the payment of all such taxes and fees.

Appears in 3 contracts

Samples: Merger Agreement (Adt Limited), Merger Agreement (Tyco International LTD), Merger Agreement (Adt Limited)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes (collectively, the "TRANSFER TAXES") which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on at or before the Effective Time. Parent or the Surviving Corporation shall pay all Transfer Taxes imposed in connection with the transactions contemplated hereby.

Appears in 3 contracts

Samples: Merger Agreement (International Imaging Materials Inc /De/), Offer to Purchase (JRC Acquisition Corp), Merger Agreement (Paxar Corp)

Conveyance Taxes. The Company and Parent shall will cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, recording or registration and other fees, fees and any similar taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time and each party will pay any such tax or fee which becomes payable by it on or before the Effective Time.

Appears in 3 contracts

Samples: Merger Agreement (Fingerhut Companies Inc), Merger Agreement (Federated Department Stores Inc /De/), Merger Agreement (Fingerhut Companies Inc)

Conveyance Taxes. The Parent and the Company and Parent shall will (a) cooperate in the preparation, execution and filing of all material returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, fees and any similar taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time., (b) cooperate in the preparation, execution and filing of all material returns, questionnaires, applications or other

Appears in 3 contracts

Samples: Merger Agreement (Service Experts Inc), Merger Agreement (Lennox International Inc), Merger Agreement (Lennox International Inc)

Conveyance Taxes. The Company and Parent shall cooperate in the preparation, execution and filing of all returnsTax Returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and fees or any similar taxes Taxes which become payable in connection with the transactions contemplated by this Agreement Transactions that are required or permitted to be filed on or before the Effective Time.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Fairmount Santrol Holdings Inc.), Merger Agreement (IHS Inc.), Merger Agreement (Markit Ltd.)

Conveyance Taxes. The Parent and Company and Parent shall will cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement Transactions that are required or permitted to be filed on or before the Effective Time.

Appears in 3 contracts

Samples: Merger Agreement (DropCar, Inc.), Merger Agreement (Alliqua BioMedical, Inc.), Merger Agreement (Mast Therapeutics, Inc.)

Conveyance Taxes. The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which that become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time.

Appears in 3 contracts

Samples: Merger Agreement (Thoma Bravo Fund Xii, L.P.), Merger Agreement (Imprivata Inc), Merger Agreement (Keynote Systems Inc)

Conveyance Taxes. The Company and Parent shall cooperate in the preparation, execution and filing of all returnsTax Returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxesTaxes, any transfer, recording, registration and other fees, and any similar taxes which Taxes that become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Urs Corp /New/), Merger Agreement (Washington Group International Inc)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution execution, and filing of all returns, questionnaires, applications applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which that become payable by, and are imposed on, the Company in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (800america Com Inc), Merger Agreement (800america Com Inc)

Conveyance Taxes. The Company and the Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions transaction contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (U S Bioscience Inc), Merger Agreement (TMP Worldwide Inc)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time. All of such taxes and expenses shall be borne equally by Parent and the Company.

Appears in 2 contracts

Samples: Merger Agreement (Gemstar International Group LTD), Merger Agreement (Gemstar International Group LTD)

Conveyance Taxes. The Company and Parent shall will cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, fees and any similar taxes Taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time and each party will pay any such Tax or fee which becomes payable by it on or before the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (General Geophysics Co), Merger Agreement (Tech Sym Corp)

Conveyance Taxes. The Company and Parent shall cooperate in the preparation, execution and filing of all returnsTax Returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and fees or any similar taxes Taxes which become payable in connection with the transactions contemplated by this Agreement Merger that are required or permitted to be filed on or before the Effective Time, and shall reasonably cooperate in attempting to minimize the amount of such Taxes.

Appears in 2 contracts

Samples: Merger Agreement (IHS Markit Ltd.), Merger Agreement (S&P Global Inc.)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxesTaxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Mim Corp), Merger Agreement (Chronimed Inc)

Conveyance Taxes. The Company and Parent shall cooperate in the preparation, execution and filing of all returnsTax Returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which Taxes that become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Amx Corp /Tx/), Merger Agreement (Thrall Omni CO Inc)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable by, and are imposed on, the Company in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time.

Appears in 2 contracts

Samples: Tender Offer and Merger Agreement (Dp Acquisition Corp), Merger Agreement (Air Express International Corp /De/)

Conveyance Taxes. The Parent and Company and Parent shall will cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes Taxes which become payable in connection with the transactions contemplated by this Agreement Transactions that are required or permitted to be filed on or before the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Minim, Inc.), Merger Agreement (Wavedancer, Inc.)

Conveyance Taxes. The Company Parent and Parent Xxxxxx shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gainstransfer, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and fees or any similar taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time, and any such taxes shall be paid one-half by Parent and one-half by Xxxxxx.

Appears in 2 contracts

Samples: Merger Agreement (Commscope Inc), Merger Agreement (Andrew Corp)

Conveyance Taxes. The Company Company, Parent and Parent shall Purchaser will reasonably cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, fees and any similar taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective TimeOffer Completion Date and each party will pay any such tax or fee which becomes payable by it on or before the Offer Completion Date.

Appears in 2 contracts

Samples: Merger Agreement (Reinhold Acquisition Corp.), Merger Agreement (Reinhold Industries Inc/De/)

Conveyance Taxes. The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxesTaxes, any transfer, recording, registration and other fees, and fees or any similar taxes Taxes which become payable in connection with the transactions contemplated by this Agreement, the Option Agreement and the Support Agreement that are required or permitted to be filed on or before the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Guidant Corp), Merger Agreement (Mony Group Inc)

Conveyance Taxes. The Company and Parent shall cooperate in the preparation, execution and filing of all returnsTax Returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which Taxes that become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time, in each case that relate to the Company, its Subsidiaries or any of its or their respective properties or assets.

Appears in 2 contracts

Samples: Merger Agreement (Alpharma Inc), Merger Agreement (King Pharmaceuticals Inc)

Conveyance Taxes. The Company and Parent shall cooperate in the preparation, execution and filing of all returnsReturns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which Taxes that become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Quanta Services Inc)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable by either of them in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time. The Final Surviving Entity shall pay all such taxes and fees.

Appears in 1 contract

Samples: Merger Agreement (Lecg Corp)

Conveyance Taxes. The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxesTaxes, any transfer, recording, registration recording and other fees, and fees or any similar taxes Taxes ("Conveyance Taxes") which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time. The Company shall pay all such Conveyance Taxes that become payable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Liposome Co Inc)

Conveyance Taxes. The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, fees and any similar taxes Taxes (together with any related interest, penalties or additions to tax, "Conveyance Taxes") which become payable in connection with the transactions contemplated by this Agreement that are required or permitted Agreement. Notwithstanding any provision to be filed on or before the Effective Time.contrary contained in this Agreement, other than Sections 3.4(g) and

Appears in 1 contract

Samples: Agreement and Plan of Merger

Conveyance Taxes. The Company and the Parent shall cooperate ---------------- in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions transaction contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Hotjobs Com LTD)

Conveyance Taxes. The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Compuware Corp)

Conveyance Taxes. The Company and Parent shall cooperate in the preparation, execution and filing of all returnsTax Returns, questionnaires, applications or other documents regarding any real property transfer or other transfer, gains, sales, use, transfer, value added, stock transfer documentary, recording, intangible and stamp taxesTaxes, any transfer, recording, registration and other fees, and any similar taxes which become Taxes payable in connection with the transactions contemplated by this Agreement Agreement, that are required or permitted to be filed on or before the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Kellwood Co)

Conveyance Taxes. The Company and the Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes Taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on at or before the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Red Lion California LTD Partnership)

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Conveyance Taxes. The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with with, and are solely and directly related to, the transactions contemplated by this Agreement ("Transfer Taxes") that are required or permitted to be filed on or before the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Anthracite Capital Inc)

Conveyance Taxes. The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock share transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Top Image Systems LTD)

Conveyance Taxes. The Parent and the Company and Parent shall will cooperate in the preparation, execution and filing of all returns, questionnaires, applications applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on at or before the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Immersion Corp)

Conveyance Taxes. The Company and Parent shall will cooperate in ---------------- the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, fees and any similar taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time and each party will pay any such tax or fee which becomes payable by it on or before the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Micro Warehouse Inc)

Conveyance Taxes. The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement Transactions that are required or permitted to be filed on or before the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Ross Systems Inc/Ca)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxesTaxes, any transfer, recording, registration and other fees, and any similar taxes Taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Copley Pharmaceutical Inc)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, added stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes Taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Odwalla Inc)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time.. ARTICLE V

Appears in 1 contract

Samples: Merger Agreement (Greyhound Lines Inc)

Conveyance Taxes. The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxesTaxes, any transfer, recording, registration and other fees, fees and any similar taxes Taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Simula Inc)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable by, and are imposed on, the Company in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Analysis & Technology Inc)

Conveyance Taxes. The Each of Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and fees or any similar taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Jag Media Holdings Inc)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, added stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes Taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time; provided, that Parent shall pay any such Taxes or fees required to be paid from and after the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Tcsi Corp)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time, and the Company shall be responsible for the payment of all such taxes and fees.

Appears in 1 contract

Samples: Merger Agreement (Si Technologies Inc)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement Transactions that are required or permitted to be filed on or before the Effective TimeDate.

Appears in 1 contract

Samples: Merger Agreement (Chief Auto Parts Inc)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in ---------------- the preparation, execution and filing of all returns, questionnaires, applications or applications, of other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on at or before the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (State Street Boston Corp)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective TimeTime and the Surviving Corporation shall be responsible for the payment of all such taxes and fees.

Appears in 1 contract

Samples: Merger Agreement (Inbrand Corp)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, fees and any similar taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Daka International Inc)

Conveyance Taxes. The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxesTaxes, any transfer, recording, registration and other fees, and any similar taxes Taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Intraware Inc)

Conveyance Taxes. The Company Parent, the Companies and Parent the Holders shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (National Media Corp)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in ---------------- the preparation, execution and filing of all returns, questionnaires, applications applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes Taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Constellation Brands Inc)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable by Parent or the Company in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time. All of such taxes and expenses shall be borne by Parent.

Appears in 1 contract

Samples: Merger Agreement (Mail Boxes Etc)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective TimeTime and the Company shall be responsible for the payment of all such taxes and fees.

Appears in 1 contract

Samples: Merger Agreement (Tyco International LTD /Ber/)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and fees or any similar taxes which become payable by the Company or any of its subsidiaries in connection with the transactions contemplated by this Agreement Transactions that are required or permitted to be filed on or before the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Blair Corp)

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the ---------------- preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective TimeClosing.

Appears in 1 contract

Samples: Acquisition Agreement (Ravisent Technologies Inc)

Conveyance Taxes. The Parent and the Company and Parent shall ---------------- cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable by Parent or the Company in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time. All of such taxes and expenses shall be borne by Parent.

Appears in 1 contract

Samples: Merger Agreement (Us Office Products Co)

Conveyance Taxes. The Company and Parent shall reasonably cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time.

Appears in 1 contract

Samples: Merger Agreement

Conveyance Taxes. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, added stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes Taxes which become payable in connection with the transactions contemplated by this Agreement hereby that are required or permitted to be filed on or before the Effective Time; PROVIDED, that Parent shall pay any such Taxes or fees required to be paid from and after the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Rocket Software Inc)

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