Cost of Transactions and Transfer Taxes Sample Clauses

Cost of Transactions and Transfer Taxes. 12.11.1 Whether or not the Transactions shall be consummated, the Parties agree as follows: (a) Legacy Health shall pay the fees, expenses, and disbursements of Legacy Health and the other Legacy Health Entities and their agents, representatives, accountants, and legal counsel incurred in connection with the subject matter hereof and any amendments hereto; and (b) OHSU shall pay (i) the fees, expenses, and disbursements of OHSU and its agents, representatives, accountants, and legal counsel incurred in connection with the subject matter hereof and any amendments hereto; and (ii) all filing fees and other amounts payable to or at the direction of any applicable Government Entity associated with the Government Entity processes described in Section 6.6 (but no other Legacy Health-incurred costs in connection with such processes, such as consultant fees, attorneys fees or other expenses, unless the Parties expressly agree otherwise in writing with respect to particular expenses). Both prior to and after the Closing, Legacy Health Foundation shall pay the fees, expenses and disbursements of Legacy Health Foundation and its agents, representatives, accountants, and legal counsel incurred in connection with the subject matter hereof and any amendments hereto, including all costs incurred in exercising Legacy Health Foundation’s rights under Section 12.9 above.
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Related to Cost of Transactions and Transfer Taxes

  • Taxes The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

  • Provide Data in Compliance with Applicable Laws LEA shall provide Student Data for the purposes of obtaining the Services in compliance with all applicable federal, state, and local privacy laws, rules, and regulations, all as may be amended from time to time.

  • Representations and Warranties Borrower represents and warrants as follows:

  • SERVICE REQUIREMENTS FOR REFERRED CLIENTS A. Agent agrees to respond to any communications from a Referred Client within two (2) hours after receipt if such communication is received between 9:00am to 5:00pm local time. For communications received outside of these hours, Agent agrees to respond by 10:00am the next day.

  • Closing The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions:

  • Definitions and Interpretation 1.1 In this Agreement:

  • Subscribing LEA An LEA that was not party to the original Service Agreement and who accepts the Provider’s General Offer of Privacy Terms.

  • Completion Time The Consultant must complete the services and deliverables for this task in accordance with whichever one of the following time is marked: On or before the following date: June 30, 2022. On or before Business Days from . Attachment B: Terms and Conditions

  • Termination for Convenience TIPS may, by written notice to Vendor, terminate this Agreement for convenience, in whole or in part, at any time by giving thirty (30) days’ written notice to Vendor of such termination, and specifying the effective date thereof.

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

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