Common use of Expenses and Obligations Clause in Contracts

Expenses and Obligations. Except as otherwise expressly provided in this Agreement or as provided by law, all costs and expenses incurred by the parties hereto in connection with the consummation of the transactions contemplated hereby shall be borne solely and entirely by the party which has incurred such expenses. Notwithstanding the foregoing, (a) the fee payable to the Escrow Agent shall be borne as provided in the Indemnification Escrow Agreement and the Deposit Escrow Agreement, (b) the brokerage fees payable to Media Venture Partners shall be borne by Buyer, (c) responsibility for sales taxes arising out of the transactions contemplated by this Agreement shall be shared equally by Seller and Buyer and (d) any filing fees payable in connection with the transfer of the FCC Licenses shall be borne by Seller. In the event of a dispute between the parties in connection with this Agreement and the transactions contemplated hereby, each of the parties hereto hereby agrees that the prevailing party shall be entitled to reimbursement by the other party of reasonable legal fees and expenses incurred in connection with any action or proceeding.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Capstar Broadcasting Partners Inc), Asset Purchase Agreement (Capstar Broadcasting Partners Inc), Asset Purchase Agreement (Capstar Broadcasting Partners Inc)

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Expenses and Obligations. Except as otherwise expressly provided in this Agreement or as provided by law, if the Closing does not occur, all costs and expenses incurred by the parties hereto in connection with the consummation of the transactions contemplated hereby shall be borne solely and entirely by the party which has incurred such expenses. If the Closing does occur, then, except as so provided, all costs and expenses incurred by the Company and Seller, on the one hand, and Buyer, on the other, in connection with such consummation shall be borne solely and entirely by Seller and Buyer, respectively. Notwithstanding the foregoing, (a) the fee payable to the Escrow Agent shall be borne as provided in the Indemnification Escrow Agreement and the Deposit Escrow Agreementall sales, (b) the brokerage fees payable to Media Venture Partners shall be borne by Buyer, (c) responsibility for sales documentary or stamp taxes arising out of the transactions contemplated by this Agreement shall be shared equally paid one-half by Seller and Buyer and (d) any filing fees payable in connection with the transfer of the FCC Licenses shall be borne one-half by Seller. In ; provided, however, that, in the event of a dispute between the parties in connection with this Agreement and the transactions contemplated hereby, each of the parties hereto hereby agrees that the prevailing party shall be entitled to reimbursement by the other party of reasonable legal fees and expenses incurred in connection with any action or proceeding.

Appears in 1 contract

Samples: Stock Purchase Agreement (Capstar Communications Inc)

Expenses and Obligations. Except as otherwise expressly provided in this Agreement or as provided by law, all costs and expenses incurred by the parties hereto in connection with the consummation of the transactions contemplated hereby shall be borne solely and entirely by the party which has incurred such expenses. Notwithstanding the foregoing, (a) the fee payable to the Escrow Agent shall be borne as provided in the Indemnification Escrow Agreement and the Deposit Escrow Agreement, (b) the brokerage fees in the amount of $100,000 (the "Brokerage Fee") payable to Media Venture Partners shall be borne by Buyer, (c) responsibility for any consulting fees payable to Anchor Financial shall be borne by Seller, and (d) all sales taxes arising out of the transactions contemplated by this Agreement shall be shared equally by Seller and Buyer and (d) any filing fees payable in connection with the transfer of the FCC Licenses shall be borne paid by Seller. In the event of a dispute between the parties in connection with this Agreement and the transactions contemplated hereby, each of the parties hereto hereby agrees that the prevailing party shall be entitled to reimbursement by the other party of reasonable legal fees and expenses incurred in connection with any action or proceeding.

Appears in 1 contract

Samples: Asset Purchase Agreement (Commodore Media Inc)

Expenses and Obligations. Except as otherwise expressly provided in this Agreement or as provided by law, all costs and expenses incurred by the parties hereto in connection with the consummation of the transactions contemplated hereby shall be borne solely and entirely by the party which has incurred such expenses. Notwithstanding the foregoing, (a) the filing fees incurred in connection with the filings made pursuant to the HSR Act shall be borne equally by Seller and Buyer, (b) the fee payable to the Escrow Agent shall be borne as provided in the Indemnification Escrow Agreement and the Deposit Escrow Agreement, (bc) the brokerage fees payable to Media Venture Partners Americom shall be borne equally by Seller and Buyer, provided neither Seller nor Buyer shall be obligated for more than $200,000 of such brokerage fees, and (cd) responsibility for all sales taxes arising out of the transactions contemplated by this Agreement shall be shared equally by Seller and Buyer and (d) any filing fees payable in connection with the transfer of the FCC Licenses shall be borne paid by Seller. In the event of a dispute between the parties in connection with this Agreement and the transactions contemplated hereby, each of the parties hereto hereby agrees that the prevailing party shall be entitled to reimbursement by the other party of reasonable legal fees and expenses incurred in connection with any action or proceeding.

Appears in 1 contract

Samples: Asset Purchase Agreement (Capstar Broadcasting Partners Inc)

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Expenses and Obligations. (a) Except as otherwise expressly provided in this Agreement or as provided by law, all costs and expenses incurred by the parties hereto in connection with the consummation of the transactions contemplated hereby shall be borne solely and entirely by the party which has incurred such expenses. Notwithstanding the foregoing, (ai) the fee payable to the Escrow Agent shall be borne as provided in the Indemnification Escrow Agreement and the Deposit Escrow Agreement, (bii) the brokerage fees in the amount of $490,000 (the "Brokerage Fee") payable to Media Venture Partners shall be borne by Buyer, and (ciii) responsibility for all sales taxes arising out of the transactions contemplated by this Agreement shall be shared equally by Seller and Buyer and (d) any filing fees payable in connection with the transfer of the FCC Licenses shall be borne paid by Seller. In the event of a dispute between the parties in connection with this Agreement and the transactions contemplated herebyhereby and legal proceedings are commenced to enforce the provisions of this Agreement, each of the parties hereto hereby agrees that the prevailing party shall be entitled to reimbursement by the other party of reasonable legal fees and expenses incurred in connection with any action or such legal proceeding.

Appears in 1 contract

Samples: Asset Purchase Agreement (Commodore Media Inc)

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