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 22 contracts
Samples: Agreement and Plan of Merger (Sonicwall Inc), Agreement and Plan of Merger (Sonicwall Inc), Agreement and Plan of Merger (AMICAS, 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.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Marketwatch Com Inc), Agreement and Plan of Merger (Meristar Hotels & Resorts Inc), Agreement and Plan of Merger (Pinnacor 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 10 contracts
Samples: Agreement and Plan of Merger (HMSR Inc), Agreement and Plan of Merger (Netgain Development Inc), Agreement and Plan of Merger (KKR Associates)
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: Agreement and Plan of Merger (Alliance Healthcard Inc), Agreement and Plan of Merger (Standard Funding Corp), Agreement and Plan of Merger (Lci International Inc /Va/)
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), Agreement and Plan of Merger and Reorganization (Zev Ventures Inc.), Agreement and Plan of Merger and Reorganization (Neothetics, 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 (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: Agreement and Plan of Merger (Uici), Agreement and Plan of Merger (Softkey International Inc), Agreement and Plan of Merger (Healthplan Services Corp)
Conveyance Taxes. The Company and Parent the Purchaser 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 5 contracts
Samples: Agreement and Plan of Merger (Extended Stay America Inc), Agreement and Plan of Merger (Alberto Culver Co), Agreement and Plan of Merger (Worth John R)
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: Agreement and Plan of Merger (Sphere 3D Corp), Agreement and Plan of Merger (Sphere 3D Corp), Agreement and Plan of Merger (Overland Storage Inc)
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 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Trustfeed Corp.), Agreement and Plan of Merger and Reorganization (Brain Scientific Inc.), Agreement and Plan of Merger and Reorganization (NEUROONE MEDICAL TECHNOLOGIES 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 Time.
Appears in 4 contracts
Samples: Employment Agreement (National Media Corp), Agreement and Plan of Merger (Softech Inc), Acquisition Agreement (Broadcom 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 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 4 contracts
Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Sybron Dental Specialties 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 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 and Reorganization (DropCar, Inc.), Agreement and Plan of Merger and Reorganization (Alliqua BioMedical, Inc.), Agreement and Plan of Merger and Reorganization (Mast Therapeutics, 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, and the Surviving Corporation shall be responsible for the payment of all such taxes and fees.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Adt Limited), Agreement and Plan of Merger (Tyco International LTD), Agreement and Plan of Merger (Adt Limited)
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: Agreement and Plan of Merger (Lennox International Inc), Agreement and Plan of Merger (Lennox International Inc), Agreement and Plan of Merger (Service Experts Inc)
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: Agreement and Plan of Merger (Fingerhut Companies Inc), Agreement and Plan of Merger (Fingerhut Companies Inc), Agreement and Plan of Merger (Federated Department Stores Inc /De/)
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: Stockholders Agreement (Fairmount Santrol Holdings Inc.), Agreement and Plan of Merger (IHS Inc.), Agreement and Plan of Merger (Markit Ltd.)
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: Agreement and Plan of Merger (Pennichuck Corp), Agreement and Plan of Merger (Canandaigua B V), Agreement and Plan of Merger (Ravenswood Winery 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: Agreement and Plan of Merger (Premiere Technologies Inc), Agreement and Plan of Merger (Xpedite Systems Inc), Agreement and Plan of Merger (Premiere Technologies 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: Agreement and Plan of Merger (Thoma Bravo Fund Xii, L.P.), Agreement and Plan of Merger (Imprivata Inc), Agreement and Plan of Merger (Keynote Systems 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 and Plan (800america Com Inc), Merger Agreement (800america Com 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.. Section 5.12
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Stat Healthcare Inc), Agreement and Plan of Merger (American Medical Response Inc)
Conveyance Taxes. The Company and Parent Buyer 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: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Visual Networks 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: Agreement and Plan of Merger (Mim Corp), Agreement and Plan of Merger (Chronimed Inc)
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: Agreement and Plan of Merger (Tech Sym Corp), Agreement and Plan of Merger (General Geophysics Co)
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: Agreement and Plan of Merger (IHS Markit Ltd.), Agreement and Plan of Merger (S&P Global 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 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: Agreement and Plan of Merger (Mony Group Inc), Agreement and Plan of Merger (Guidant Corp)
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: Agreement and Plan of Merger (Minim, Inc.), Agreement and Plan of Merger (Wavedancer, 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: Agreement and Plan of Merger (Thrall Omni CO Inc), Agreement and Plan of Merger (Amx Corp /Tx/)
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: Agreement and Plan of Merger (TMP Worldwide Inc), Agreement and Plan of Merger (U S Bioscience 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. SECTION 5.15.
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Megatest Corp), Exhibit 2 Agreement and Plan of Merger (Teradyne 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: Agreement and Plan of Merger (Urs Corp /New/), Agreement and Plan of Merger (Washington Group International 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: Agreement and Plan of Merger (Andrew Corp), Agreement and Plan of Merger (Commscope 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), Offer and Merger Agreement (Air Express International Corp /De/)
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: Agreement and Plan of Merger (Alpharma Inc), Agreement and Plan of Merger (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
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
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
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.. SECTION 5.12
Appears in 1 contract
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
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: Agreement and Plan of Merger (Us Office Products Co)
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
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
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: Agreement and Plan of Merger (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, 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: Agreement and Plan of Merger (Daka International 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
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: Agreement and Plan of Merger (Top Image Systems LTD)
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
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
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
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
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
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: Agreement and Plan of Merger (State Street Boston 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 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
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
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: Agreement and Plan of Merger (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 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
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 40 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: Agreement and Plan of Merger (Fairpoint Communications 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 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: Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Analysis & Technology 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 1 contract
Samples: Agreement and Plan of Merger (Constellation Brands 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, 42 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
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: Agreement and Plan of Merger (Red Lion California LTD Partnership)
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: Agreement and Plan of Merger (Anthracite Capital Inc)
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: Agreement and Plan of Merger
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: Agreement and Plan of Merger (Tyco International LTD /Ber/)
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
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
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
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
