Fees and Expenses; Taxes. (a) The Borrower will forthwith upon demand pay to the Secured Party:
(i) the amount of any taxes that the Secured Party may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon other than a Permitted Lien;
(ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts (including the allocated fees of in-house counsel), that the Secured Party may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Secured Party of any of its rights or powers under the Security Documents;
(iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Secured Party and that shall have become due and payable in accordance with such written agreement; and
(iv) the amount required to indemnify the Secured Party for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and expenses of its counsel and any experts or agents appointed by it hereunder) incurred or suffered by the Secured Party in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Secured Party s gross negligence or willful misconduct or a breach of any duty that the Secured Party has under this Agreement (after giving effect to Sections 15 and 22). Any such amount not paid to the Secured Party on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2% plus the rate applicable to the Loans for such day.
(b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower will pay such tax and provide any required tax stamps to the Secured Party or as otherwise required by law.
(c) The provisions of this Section 13 shall survive repayment of the Secured Obligations.
Fees and Expenses; Taxes. All costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated herein shall be paid by the Party incurring such expenses. The Seller and the Purchaser shall each bear all Taxes incurred in connection with this Agreement; provided, however, that notwithstanding the foregoing, the Swiss securities transfer stamp tax (Umsatzabgabe), if any, payable in connection with this Agreement, shall be borne by the Seller.
Fees and Expenses; Taxes. Except as otherwise provided herein, Seller shall pay all cost and expenses of Seller and the Company associated with the negotiation, preparation and execution of this Agreement, and consummation of the transactions contemplated hereby. Purchaser shall pay all costs and expenses incurred on its behalf in connection with the negotiation, preparation and execution of this Agreement, and consummation of the transactions contemplated hereby. Each of Seller and Purchaser shall timely file with the competent taxation authorities any tax returns, reports and other documents that are required to be filed by such party under the relevant tax laws in relation to any taxes imposed on such party resulting from the transaction contemplated herein, and each party shall timely pay such taxes to the competent taxation authorities and deliver to the other party proof of due settlement of such taxes (or of exemption therefrom).
Fees and Expenses; Taxes. (a) Except as set forth herein, all costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses.
(b) All transfer, sales and use, registration, stamp and similar Taxes imposed in connection with the transaction that occurs pursuant to this Agreement shall be borne fifty percent (50%) by Assignor and fifty percent (50%) by Assignee.
Fees and Expenses; Taxes. (a) Except as otherwise provided herein, all fees and expenses incurred in connection with the Transactions (including, without limitation, all fees and expenses incurred in connection with the Financing, the Stock Purchase Agreement and filings made under the HSR Act) shall be paid or reimbursed by the Company upon consummation of the Transactions. Except as otherwise provided in Section 6.3(b), if the Transactions are not consummated, all fees and expenses incurred in connection with the Transactions shall be paid by the party incurring such fees or expenses, which, for the avoidance of doubt, means that the Company shall pay all fees and expense incurred in connection with the filings made under the HSR Act.
(b) Other than any income or withholding Taxes imposed upon a holder of RG Units or RG Debt, the Company shall pay all Taxes incident to preparing for, entering into and carrying out this Agreement and the consummation of the Merger (including (a) transfer, stamp and documentary Taxes or fees and (b) sales, use, gains, real property transfer and other or similar Taxes or fees).
Fees and Expenses; Taxes. All costs, expenses and taxes incurred in connection with this Agreement and the consummation of the transactions contemplated herein shall be paid by the Party incurring such costs, expenses or taxes.
Fees and Expenses; Taxes. (a) The Company shall reimburse Purchaser for all reasonable out-of- pocket expenses incurred in connection with the preparation, negotiation, execution and delivery of the Preferred Stock Documents and the purchase of the Series 1997 Preferred Stock pursuant thereto (including the reasonable fees and expenses of Purchaser's special counsel, advisors and consultants retained in connection with the transactions contemplated by the Preferred Stock Documents and for advice in connection therewith). The Company shall reimburse Purchaser for all reasonable fees, costs and expenses, including the reasonable fees, costs and expenses of counsel or other advisors for advice, assistance, or other representation in connection with:
(i) any amendment, modification or waiver of, or consent with respect to, any of the Preferred Stock Documents or any advice in connection with the administration of the transactions contemplated thereby or the rights of the Holders thereunder.
(ii) any litigation, contest, dispute, suit, proceeding or action (whether instituted by any Holder, the Company or any other Person) in any way relating to any of the Preferred Stock Documents or any other agreement to be executed or delivered in connection therewith or herewith, whether as party, witness, or otherwise, including any litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against the Company or any other Person in connection with the Preferred Stock Documents; provided, that -------- the Company shall not be liable to reimburse any Holder for any such fees, costs or expenses incurred by it in the defense of any Claim as to which such Holder would not be entitled to indemnification by virtue of the proviso to Section 7.17; ------------ including all reasonable attorneys' and other professional and service providers' fees arising from such services, including those in connection with any appellate proceedings; and all reasonable out-of-pocket expenses, costs, charges and other fees incurred by such counsel and others in any way or respect arising in connection with or relating to any of the events or actions described in this Section 7.03 shall be payable, on demand, by the Company to the ------------ respective Holders, as applicable. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: reasonable fees, costs and expenses of accountants, environmental ...
Fees and Expenses; Taxes. Any sales, use and transfer Taxes, including but not limited to any value added, stock transfer, gross receipts, stamp duty and real, personal, or intangible property transfer Taxes, due by reason of the transactions contemplated in this Agreement, including but not limited to any interest or penalties in respect thereof (and legal costs related to analysis of such Taxes) will be borne 50% by LXP and 50% by CLPF. Other than as contemplated in the prior sentence, each party hereto shall pay all of its own legal and accounting fees and expenses incurred in connection with the transactions contemplated by this Agreement.
Fees and Expenses; Taxes. 4.1. The Registered-Party agrees to pay VERIDIFY (without any right of set-off) the (i) then-current fees and subscription fees applicable to the Services or (ii) fees and subscription fees set forth in a separately signed order forn as nutually agreed by the parties.
4.1.1. SAAS Services subscription fees are payable in advance and as set forth on the applicable Registered Forn.
4.1.2. Invoices for Services (sans SAAS Services) shall be payable within thirty (30) days of the date of the invoice.
4.2. If an anount is not received by VERIDIFY when due, without liniting any other rights or renedies, outstanding fees may, at VERIDIFY’s sole discretion:
4.2.1. Inpose a late charge of 1.5% per nonth on the outstanding balance per nonth or the na:inun anount pernitted by law;
4.2.2. Accelerate any unpaid fee obligations under any agreenents with VERIDIFY so that all such obligations becone innediately due and payable; and/or
4.2.3. Suspend Services, including, without linitation SAAS Services, until such anounts are paid in full.
4.3. VERIDIFY nay delay its e:ercise of its rights under Section 4.2, above, if the Registered-Party is disputing the applicable charges reasonably and in good faith, and is cooperating diligently to resolve the dispute.
4.4. Fees are in U.S. dollars and e:clusive of sales and use ta:es, and such other sinilar ta:es. When applicable, VERIDIFY shall attenpt to include said ta:es on its invoice and such ta:es, if on the invoice, will appear as a separate xxxx. The Registered-Party understands that it shall be liable for paynent or reinbursenent of such ta:es to VERIDIFY, or the Registered- Party, upon request, shall pay such ta:es directly to the applicable governnental authority.
4.5. Each party agrees to pay and accept e:clusive liability for, in connection with this Agreenent, any of its own: (a) ta:es of any kind, including, without linitation, incone or franchise ta:es; (b) contributions for unenploynent insurance, pensions, annuities, social security, disability insurance, workers’ compensation, and similar items; and (c) any penalties, interest, or sinilar itens related to either of the foregoing, as required to be paid by applicable law.
Fees and Expenses; Taxes. (a) Whether or not the Acquisitions are consummated, all costs and expenses incurred by any party hereto in connection with this Agreement and the transactions contemplated hereby shall be paid by Islet or Holdco or, to the extent previously paid by BHV or any BHV Member, reimbursed to BHV or such BHV Member. The parties agree to treat the liabilities of BHV and of each BHV Member with respect to such expenses as being assumed by Holdco under Section 357(c)(1) of the Code.
(b) Islet and Holdco shall indemnify and reimburse each BHV Member with respect to any Taxes he may incur as a result of (i) the application of Section 357(c) of the Code, any applicable Treasury Regulations promulgated thereunder and any similar or successor provisions of the Code or Treasury Regulations promulgated thereunder (and any corresponding or resulting state or local Taxes) resulting from the liabilities of BHV assumed by Holdco exceeding the adjusted tax basis of the assets of BHV that are transferred to Holdco in connection with the Acquisitions, (ii) the payment by Islet or Holdco of costs and expenses incurred by BHV or such BHV Member in connection with this Agreement as contemplated by Section 6.7(a) and (iii) any payments made by Islet or Holdco to such BHV Member pursuant to this Section 6.7(b). For purposes of this Section 6.7(b), each BHV Member shall be deemed to have incurred Taxes on any income or gain required to be recognized by such BHV Member pursuant to Section 357(c) of the Code, any applicable Treasury Regulations promulgated thereunder and any similar or successor provisions of the Code or Treasury Regulations promulgated thereunder (and any corresponding or resulting state or local Taxes) and on any payment made to such BHV Member under this Section 6.7(b) at the highest marginal federal and North Carolina income tax rates applicable to individuals, regardless of the extent to which such income, gain or payment actually increases the liability of such BHV Member for Taxes.
