Common use of Expenses; Taxes Clause in Contracts

Expenses; Taxes. DoveBid will pay the fees, expenses and --------------- disbursements of DoveBid and its agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments thereto, including all costs and expenses incurred in the performance and compliance with all conditions to be performed by DoveBid under this Agreement. The Shareholders will pay their and the Company's respective fees, expenses and disbursements of counsel and accountants incurred in connection with the subject matter of this Agreement and any amendments thereto incurred prior to the Closing (except as otherwise expressly provided in this Agreement with respect to the costs and fees of the Representatives), including all costs and expenses incurred in the performance and compliance with all conditions to be performed by them under this Agreement. Any expenses of the Shareholders and the Company not paid by the Shareholders at or prior to the Closing shall be treated as Damages under Article VIII. The Shareholders and DoveBid shall jointly pay all transfer, recording, stock transfer and other similar taxes and fees ("Transfer Taxes") incurred in connection with the transactions contemplated by this Agreement, it being acknowledged by the parties that the Shareholders are solely responsible for all income, gains and other similar taxes and fees incurred in connection with the transactions contemplated by this Agreement. The Company shall file, and the Shareholders shall cause the Company to file, all necessary documentation and tax returns with respect to such Transfer Taxes. In addition, the Shareholders acknowledge that they, and not DoveBid or the Company, will be solely responsible for and will pay all taxes due upon the receipt by the Shareholders of each element of the Purchase Price pursuant to this Agreement.

Expenses; Taxes. DoveBid will pay the fees, expenses and --------------- disbursements of DoveBid and its agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments thereto, including all costs and expenses incurred in the performance and compliance with all conditions to be performed by DoveBid under this Agreement. The Shareholders Shareholder will pay their its and the Company's respective fees, expenses and disbursements of counsel and accountants incurred in connection with the subject matter of this Agreement and any amendments thereto incurred prior to the Closing (except as otherwise expressly provided in this Agreement with respect to the costs and fees of the Representatives)thereto, including all costs and expenses incurred in the performance and compliance with all conditions to be performed by them under this Agreement. Any expenses of the Shareholders Shareholder and the Company not paid by the Shareholders Shareholder at or prior to the Closing shall be treated as Damages under Article VIII. The Shareholders and DoveBid Shareholder shall jointly pay all Dutch sales, use, transfer, income, registration, real property transfer, recording, gains, stock transfer transfer, capital and other similar taxes and fees ("Transfer Taxes") incurred in connection with the transactions contemplated by this Agreement, it being acknowledged by the parties that the Shareholders are solely responsible for all income, gains and other similar taxes and fees incurred in connection with the transactions contemplated by this Agreement. The Company shall file, and the Shareholders Shareholder shall cause the Company to file, all necessary documentation and tax returns with respect to such Transfer Taxes. In addition, the Shareholders acknowledge Shareholder acknowledges that theyit, and not DoveBid or the Company, will be solely responsible for and will pay all taxes due upon the receipt by the Shareholders Shareholder of each element of the Purchase Price pursuant to this Agreement.

Expenses; Taxes. DoveBid will pay the fees, expenses and --------------- disbursements of DoveBid and its agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments thereto, including all costs and expenses incurred in the performance and compliance with all conditions to be performed by DoveBid under this Agreement. The Shareholders will pay their and the Company's respective fees, expenses and disbursements of counsel and accountants incurred in connection with the subject matter of this Agreement and any amendments thereto incurred prior to the Closing (except as otherwise expressly provided in this Agreement with respect to the costs and fees of the Representatives)Closing, including all costs and expenses incurred in the performance and compliance with all conditions to be performed by them under this Agreement. Any expenses of the Shareholders and the Company not paid by the Shareholders at or prior to the Closing shall be treated as Damages under Article VIII. The Shareholders and DoveBid shall jointly pay all transfer, recording, stock transfer and other similar taxes and fees ("Transfer Taxes") incurred in connection with the transactions contemplated by this Agreement, Agreement (excluding the Permitted Asset Transfers) it being acknowledged by the parties that the Shareholders are solely responsible for all income, gains and other similar taxes and fees incurred in connection with the transactions contemplated by this AgreementAgreement (including any and all taxes related to the Permitted Asset Transfers). The Company shall file, and the Shareholders shall cause the Company to file, all necessary documentation and tax returns with respect to such Transfer Taxes. In addition, the Shareholders acknowledge that they, and not DoveBid or the Company, will be solely responsible for and will pay all taxes due upon the receipt by the Shareholders of each element of the Purchase Price and the Tax Payment pursuant to this AgreementAgreement and any taxes incurred or due in connection with the Permitted Asset Transfers.

Expenses; Taxes. The DoveBid Companies will pay the fees, expenses --------------- and --------------- disbursements of the DoveBid Companies and its their agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments thereto, including all costs and expenses incurred in the performance and compliance with all conditions to be performed by the DoveBid Companies under this Agreement. The Shareholders will pay their and the Company's Companies' respective fees, expenses and disbursements of counsel and accountants incurred in connection with the subject matter of this Agreement and any amendments thereto incurred prior to the Closing (except as otherwise expressly provided in this Agreement with respect to the costs and fees of the Representatives)thereto, including all costs and expenses incurred in the performance and compliance with all conditions to be performed by them under this Agreement. Any expenses of the Shareholders and the Company Companies not paid by the Shareholders at or prior to the Closing shall be treated as Damages under Article VIIIVIII and shall not be subject to the limitations on liability and "basket" provisions set forth in Section 8.4. The Shareholders and DoveBid shall jointly pay all sales, use, transfer, real property transfer, recording, gains, stock transfer and other similar taxes and fees ("Transfer Taxes") incurred in connection with the transactions contemplated by this Agreement, it being acknowledged by the parties that the Shareholders are solely responsible for all income, gains and other similar taxes and fees incurred in connection with the transactions contemplated by this Agreement. The Company Companies shall file, and the Shareholders shall cause the Company Companies to file, all necessary documentation and tax returns with respect to such Transfer Taxes. In addition, the Shareholders acknowledge that they, and not the DoveBid Companies or the CompanyCompanies, will be solely responsible for and will pay all taxes due upon the receipt by the Shareholders of each element of the Purchase Price pursuant to this Agreement.