EXPENSES AND TRANSACTIONS Sample Clauses

EXPENSES AND TRANSACTIONS. Each of Seller and Buyer covenants and agrees that it shall be responsible for and shall pay all of its respective costs and expenses heretofore or hereafter paid or incurred in connection with this Agreement and the transactions contemplated hereby, including, without limitation, legal and accounting fees, except that the Company may pay any fees associated with the issuing of certificates or any opinions required by the Transfer Agent.
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EXPENSES AND TRANSACTIONS. The Sellers (and not EastWest) shall pay all costs and expenses incurred on behalf of themselves or EastWest in connection with this Agreement and the transactions contemplated hereby, including, without limitation, the fees and expenses of counsel and accountants.
EXPENSES AND TRANSACTIONS. 33 8.12. Limit on Interest........................................ 33 8.13. Submission to Jurisdiction............................... 33 8.14. Arbitration.............................................. 33 8.15. Waiver of Punitive Damages............................... 34 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of this 4th day of December, 2000 by and among Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxx, Xxxxx Xxxxxx and Xxxxxxx Xxxxxxx (collectively, the "Sellers"), being all the shareholders of Xxxxxxx Coastal Electric Motors, Inc., a Texas corporation (the "Company"), and TPS Coastal Electric, Inc., a Texas corporation ("Buyer").
EXPENSES AND TRANSACTIONS. All fees, costs and expenses incurred by Buyer or Sellers in connection with the transactions contemplated by this Agreement shall be borne by the party incurring the same.
EXPENSES AND TRANSACTIONS. Each of the parties hereto will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.
EXPENSES AND TRANSACTIONS. Buyer shall bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. Except as otherwise specifically set forth in this Agreement, the Sellers shall bear all of Sellers' and the Company's costs and expenses (including all legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, any income Tax on any gain resulting from the deemed liquidation of the Company pursuant to the Section 338(h)(10) Election) (the "Sellers' Expenses"). Sellers shall pay such Sellers' Expenses prior to the Closing Date or accrue such Sellers' Expenses on the Closing Balance Sheet. To the extent such Sellers' Expenses are not paid or accrued on the Closing Balance Sheet, Sellers shall indemnify Buyer for such Sellers' Expenses.
EXPENSES AND TRANSACTIONS. Each party hereto shall pay all costs and -------------------------------------------------------------------------------- ORIGINAL CONFIDENTIAL. PAGE: 18 Asset Purchase Agreement World Diagnostics,Inc. Health Tech International, Inc. Initial: Initial: expenses incurred by it in connection with this Agreement and the transactions contemplated hereby, including without limitation, the fees and expenses of his or its counsel and certified public accountants.
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EXPENSES AND TRANSACTIONS. Except as provided in elsewhere herein, each party hereto shall pay all costs and expenses incurred by it in connection with this Agreement and the transactions contemplated hereby, including without limitation, the fees and expenses of his or its counsel and certified public accountants.

Related to EXPENSES AND TRANSACTIONS

  • Sales and Transfer Taxes Seller and Purchaser shall be equally responsible for the payment of all transfer, recording, documentary, stamp, sales, use (including all bulk sales Taxes) and other similar Taxes and fees (collectively, the “Transfer Taxes”), that are payable or that arise as a result of the P&A Transaction, when due. Seller shall file any Tax Return that is required to be filed in respect of Transfer Taxes described in this Section 8.3 when due, and Purchaser shall cooperate with respect thereto as necessary.

  • Revenues and Expenses All gross revenue and receipts derived from management of the Beverage Operations shall be the exclusive property of Licensee. Said revenues and receipts shall be collected and retained by Licensee, and used to pay the expenses of operations in accordance with Section 2.2 below.

  • Expenses and Recoveries The enforcing Party bringing a claim, suit or action under this Section 4.3 shall be solely responsible for any expenses incurred by such Party as a result of such claim, suit or action. If such Party recovers monetary damages in such claim, suit or action, except as otherwise agreed by the Parties in connection with a cost-sharing arrangement, such recovery shall be allocated first to the reimbursement of any expenses incurred by the Parties in such litigation, and any remaining amounts shall be shared as follows: [***].

  • Charges and Transfer Taxes No service charge will be made for any registration of transfer or exchange of this Subordinated Note, or any redemption or repayment of this Subordinated Note, or any conversion or exchange of this Subordinated Note for other types of securities or property, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of this Subordinated Note from the Holder requesting such transfer or exchange.

  • Prohibited Persons and Transactions Neither Seller, nor any of its affiliates, nor any of their respective members or partners, and none of their respective officers or directors is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action and is not, and prior to Closing or the earlier termination of this Agreement will not, engage in any dealings or transactions with or be otherwise associated with such persons or entities.

  • Fund Transactions The Advisor is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund. With respect to brokerage selection, the Advisor shall seek to obtain the best overall execution for fund transactions, which is a combination of price, quality of execution and other factors. The Advisor may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Advisor with brokerage, research, analysis, advice and similar services, and the Advisor may pay to these brokers and dealers, in return for such services, a higher commission or spread than may be charged by other brokers and dealers, provided that the Advisor determines in good faith that such commission is reasonable in terms either of that particular transaction or of the overall responsibility of the Advisor to the Fund and its other clients and that the total commission paid by the Fund will be reasonable in relation to the benefits to the Fund and its other clients over the long-term. The Advisor will promptly communicate to the officers and the trustees of the Trust such information relating to portfolio transactions as they may reasonably request.

  • Sellers’ Costs and Expenses Except as may otherwise be provided in this Agreement, including Section 8.1, or in the Purchase Agreement, all expenses and costs incurred by the Sellers in connection with the performance of their obligations hereunder shall be the responsibility of, paid by and for the account of the Sellers.

  • Transfer Taxes and Expenses The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

  • Business and Entertainment Expenses Subject to Company’s standard policies and procedures with respect to expense reimbursement as applied to its executive employees generally, Company shall reimburse Executive for, or pay on behalf of Executive, reasonable and appropriate expenses incurred by Executive for business related purposes, including dues and fees to industry and professional organizations and costs of entertainment and business development.

  • Transfer Fees and Expenses The Transferor and Transferee of any Units or other interest in the Company shall be jointly and severally obligated to reimburse the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer, whether or not consummated.

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