Common use of Expenses; Transfer Taxes Clause in Contracts

Expenses; Transfer Taxes. (a) Except as provided in the following sentence, Section 1.04(b), paragraph (b) of this Section 5.04, Section 5.18 and Section 6.04(b), each party shall bear its and its affiliates’ fees, costs and expenses (including fees, costs and expenses of legal counsel and other Representatives) incurred by them in connection with the negotiation of this Agreement and the Ancillary Agreements and consummation of the Acquisition, the Equity Financing and the other transactions contemplated hereby or thereby. Notwithstanding the foregoing, all fees, costs and expenses (including fees, costs and expenses of legal counsel) incurred in connection with compliance with and filings and approvals under merger control and competition Laws, including the HSR Act, shall be shared equally by the Purchaser on the one hand, and the Seller on the other hand. (b) All sales, use, value added, transfer, stamp, registration, documentary, excise, real property transfer or gains, or similar Taxes (the “Transfer Taxes”) and all notary fees applicable to the transfer of the Transferred Equity Interests or the Transferred Equity Interests shall be shared equally by the Purchaser on the one hand, and the Seller on the other hand. The parties agree that the transfer of the equity interests in the German Entities shall not give rise to any liability for German VAT, and that neither Purchaser nor Seller shall make any election that is inconsistent with such agreement. Each party shall use commercially reasonable efforts to avail itself of any available exemptions from any such Transfer Taxes, and to cooperate with the other in providing any information and documentation that may be necessary to obtain such exemptions. The Purchaser, the Seller and the Transferred Entities shall jointly file all required returns and similar statements and take all other actions under all applicable transfer notification statutes and regulations and all applicable Tax statutes and regulations that are required to be made or taken by the parties in connection with or as a result of the transactions contemplated by this Agreement.

Expenses; Transfer Taxes. (a) Except as provided in the following sentence, Section 1.04(b), paragraph (b) Each Party will be solely responsible for payment of this Section 5.04, Section 5.18 and Section 6.04(b), each party shall bear its and its affiliates’ fees, costs any fees and expenses (including fees, costs and expenses of legal counsel and other Representatives) incurred by them or on behalf of it or its Affiliates in connection with the negotiation transactions contemplated by this Agreement or otherwise required by applicable Law; provided, that (i) any fees or expenses of any Company Entity incurred by or at the written direction of Buyer or any of its Affiliates will not constitute Sellers’ Transaction Expenses and will be paid by Buyer; (ii) all filing fees incurred in connection with obtaining the HSR Clearance or any other filing required by Antitrust Law, will be paid by Buyer; and (iii) any fees or expenses incurred in connection with obtaining the “tail” insurance policies required pursuant to Section 5.10 will be paid by Buyer. If this Agreement is terminated prior to consummation of the Closing, each Party will pay all fees and expenses incurred by such Party in connection with this Agreement and the Ancillary Agreements and consummation of the Acquisition, the Equity Financing and the other transactions contemplated hereby by this Agreement or therebyotherwise required by applicable Law. Notwithstanding If the foregoingClosing occurs, all gross receipts, excise, transfer, property, documentary, sales, use, stamp, registration and other similar Taxes, and all conveyance fees, costs recording charges and expenses other similar fees and charges (including fees, costs any penalties and expenses of legal counselinterest) incurred in connection with compliance with and filings and approvals under merger control and competition Laws, including the HSR Act, shall be shared equally by the Purchaser on the one hand, and the Seller on the other hand. (b) All sales, use, value added, transfer, stamp, registration, documentary, excise, real property transfer or gains, or similar Taxes (the “Transfer Taxes”) and all notary fees applicable to the transfer of the Transferred Equity Interests or the Transferred Equity Interests shall be shared equally by the Purchaser on the one hand, and the Seller on the other hand. The parties agree that the transfer of the equity interests in the German Entities shall not give rise to any liability for German VAT, and that neither Purchaser nor Seller shall make any election that is inconsistent with such agreement. Each party shall use commercially reasonable efforts to avail itself of any available exemptions from any such Transfer Taxes, and to cooperate with the other in providing any information and documentation that may be necessary to obtain such exemptions. The Purchaser, the Seller and the Transferred Entities shall jointly file all required returns and similar statements and take all other actions under all applicable transfer notification statutes and regulations and all applicable Tax statutes and regulations that are required to be made or taken by the parties in connection with or as a result consummation of the transactions contemplated by this AgreementAgreement (collectively, “Transfer Taxes”), shall be borne 50% by Buyer and 50% by the Company Shareholders (as a Sellers’ Transaction Expense). Buyer will prepare and file, at its own expense, any Tax Returns and other documentation with respect to all such Taxes, fees and charges, and the Parties will, and will cause their Affiliates to, join in the execution of such Tax Returns and other documentation to the extent required by applicable Law; provided, that, Sellers’ Representative shall have the right to review and approve (not to be unreasonably withheld, conditioned or delayed) any Tax Return in respect of Transfer Taxes required by applicable Law to be executed by Sellers’ Representative or any of its Affiliates.

Expenses; Transfer Taxes. (a) Except Whether or not the Closing takes place, and except as provided set forth in this Section 6.06 and Articles IX and X, all costs and expenses (including, without limitation, attorneys’ and advisors’ fees) incurred in connection with this Agreement, the Related Documents and the transactions contemplated hereby and thereby shall be paid by the party incurring such expense, including all costs and expenses incurred pursuant to Section 1.04; provided, however, that all filing fees in connection with the Required Regulatory Approvals, exemptions or other authorization from any Governmental Entity necessary to consummate the transactions contemplated by this Agreement, shall be paid by the party liable under applicable Law for such fees and in the following sentenceabsence of such liability being established by applicable Law shall be borne one-half by OMG and one-half by Purchaser; and provided, Section 1.04(b)further, paragraph (b) that in the event of any litigation under this Section 5.04Agreement or the Related Documents, Section 5.18 including, without limitation, Articles IX and Section 6.04(b)X, each party shall bear its and its affiliates’ fees, the prevailing party’s costs and expenses (including reasonable attorneys’ and advisors’ fees, and costs and expenses of legal counsel and other Representativesincurred in collecting such fees) incurred shall be paid by them in connection with the negotiation of this Agreement and non-prevailing party or parties to such litigation. In determining whether, or the Ancillary Agreements and consummation extent to which, a party is the prevailing party for purposes of the Acquisitionpreceding sentence, the Equity Financing court shall consider the totality of the positions of the parties in litigation and may determine that one party has prevailed as to the other transactions contemplated hereby or thereby. Notwithstanding matters in dispute, taken as a whole, or, if the foregoingdisputes are determined to be separate and discrete, all fees, shall apportion costs and expenses (including fees, costs and expenses of legal counsel) incurred in connection with compliance with and filings and approvals under merger control and competition Laws, including the HSR Act, shall be shared equally by the Purchaser based on the one hand, and the Seller which party has prevailed on the other handeach issue presented. (b) All sales, use, value added, transfer, stamp, registration, documentary, excise, real property transfer or gains, or similar Transfer Taxes (the “Transfer Taxes”) and all notary fees applicable to the transfer of the Transferred Equity Interests or the Transferred Equity Interests shall be shared equally by the Purchaser on the one hand, Subject Shares and the Seller on the other hand. The parties agree that the Talvivaara Shares, including any such Taxes arising as a result of any deemed or effective transfer of the equity interests capital stock of Cawse as a result of the Acquisition, shall be borne by the party that is liable pursuant to applicable Law for such Transfer Taxes and in the German Entities absence of such liability being established by applicable Law shall not give rise to any liability for German VAT, be borne one-half by Purchaser and that neither Purchaser nor Seller shall make any election that is inconsistent with such agreementone-half by OMG. Each party shall use commercially reasonable efforts to avail itself of any available exemptions from any such Transfer Taxes, and to cooperate with the other parties in providing any information and documentation that may be necessary to obtain such exemptions. The Purchaser, the Seller and the Transferred Entities shall jointly file all required returns and similar statements and take all other actions under all applicable transfer notification statutes and regulations and all applicable Tax statutes and regulations that are required to be made or taken by the parties in connection with or as a result of the transactions contemplated by this Agreement.

Expenses; Transfer Taxes. (a) Except as provided in the following sentence, Section 1.04(b1.05(b), paragraph (b) of this Section 5.04, Section 5.18 5.06(f), Section 6.06(b), Section 6.09(b) and Section 6.04(b8.02(e), each party shall bear its and its affiliates’ fees, costs and expenses (including fees, costs and expenses of legal counsel and other Representativesrepresentatives and consultants) incurred by them in connection with the negotiation of this Agreement and the Ancillary Agreements and consummation of the Acquisition, the Equity Financing and the other transactions contemplated hereby or thereby. Notwithstanding the foregoing, all fees, costs and expenses (including fees, costs and expenses of legal counsel) incurred in connection with compliance with and filings and approvals under merger control and competition Laws, including the HSR Act, shall be shared equally by the Purchaser Purchaser, on the one hand, and the Seller Seller, on the other hand. (b) All sales, use, value added, transfer, stamp, registration, documentary, excise, real property transfer or gains, or similar Taxes (the “Transfer Taxes”) and all notary fees applicable to the transfer of the Transferred Equity Interests Assets, the Excluded Assets or the Transferred Purchased Companies’ Equity Interests shall be shared equally by the Purchaser Purchaser, on the one hand, and the Seller Seller, on the other hand. The parties agree that the transfer of the equity interests in the German Entities shall not give rise to any liability for German VAT, and that neither Purchaser nor Seller shall make any election that is inconsistent with such agreement. Each party shall use commercially reasonable efforts to avail itself of any available exemptions from any such Transfer Taxes, and to cooperate with the other in providing any information and documentation that may be necessary to obtain such exemptions. The Purchaser, the Seller and the Transferred Entities shall jointly file all required returns and similar statements and take all other actions under all applicable transfer notification statutes and regulations and all applicable Tax statutes and regulations that are required to be made or taken by the parties in connection with or as a result of the transactions contemplated by this Agreement.. Table of Contents

Expenses; Transfer Taxes. (a) Except as provided in the following sentence, Section 1.04(b1.05(b), paragraph (b) of this Section 5.04, Section 5.18 5.06(f), Section 6.06(b), Section 6.09(b) and Section 6.04(b8.02(e), each party shall bear its and its affiliates’ fees, costs and expenses (including fees, costs and expenses of legal counsel and other Representativesrepresentatives and consultants) incurred by them in connection with the negotiation of this Agreement and the Ancillary Agreements and consummation of the Acquisition, the Equity Financing and the other transactions contemplated hereby or thereby. Notwithstanding the foregoing, all fees, costs and expenses (including fees, costs and expenses of legal counsel) incurred in connection with compliance with and filings and approvals under merger control and competition Laws, including the HSR Act, shall be shared equally by the Purchaser Purchaser, on the one hand, and the Seller Seller, on the other hand. (b) All sales, use, value added, transfer, stamp, registration, documentary, excise, real property transfer or gains, or similar Taxes (the “Transfer Taxes”) and all notary fees applicable to the transfer of the Transferred Equity Interests Assets, the Excluded Assets or the Transferred Purchased Companies’ Equity Interests shall be shared equally by the Purchaser Purchaser, on the one hand, and the Seller Seller, on the other hand. The parties agree that the transfer of the equity interests in the German Entities shall not give rise to any liability for German VAT, and that neither Purchaser nor Seller shall make any election that is inconsistent with such agreement. Each party shall use commercially reasonable efforts to avail itself of any available exemptions exemptions. from any such Transfer Taxes, and to cooperate with the other in providing any information and documentation that may be necessary to obtain such exemptions. The Purchaser, the Seller and the Transferred Entities shall jointly file all required returns and similar statements and take all other actions under all applicable transfer notification statutes and regulations and all applicable Tax statutes and regulations that are required to be made or taken by the parties in connection with or as a result of the transactions contemplated by this Agreement.