Fees and Expenses; Transfer Taxes. (a) Except as set forth herein, whether or not the transactions contemplated hereby are consummated pursuant hereto, each party hereto shall pay all fees and expenses incurred by it or on its behalf in connection with this Agreement and the consummation of the transactions contemplated hereby.
(b) The Buyer shall be liable for and shall pay all applicable sales, transfer, recording, deed, stamp and other similar taxes, including, without limitation, any real property transfer or gains taxes (if any), resulting from the consummation of the transactions contemplated by this Agreement and shall file all Tax Returns related thereto.
Fees and Expenses; Transfer Taxes. Fees and expenses --------------------------------- incident to the negotiation, preparation and execution of this Agreement and the performance of the Contribution (including attorneys', accountants', financial advisors' and other advisors' fees and disbursements) shall be borne by the party incurring the expense.
Fees and Expenses; Transfer Taxes. (a) Except as otherwise provided in this Agreement, all fees and expenses, including fees and expenses of counsel, financial advisors, and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such fee or expense.
(b) Seller and Buyer shall each be responsible for and shall indemnify and hold harmless the other Party against fifty percent (50%) of any state or local transfer, sales (including bulk sales), use, filing, value added, documentary, stamp, gross receipts, registration, conveyance, excise, recording, licensing, stock transfer stamps or other similar Taxes and fees (the “Transfer Taxes”) arising out of or in connection with or attributable to the transactions contemplated by this Agreement. All Tax Returns with respect to Transfer Taxes incurred in connection with this Agreement or otherwise in connection with the transactions contemplated hereunder shall be timely filed by the Party responsible for such filing under applicable law. Buyer and Seller shall reasonably cooperate to reduce or eliminate any Transfer Taxes to the extent permitted by applicable Law.
(c) To the extent that the transactions contemplated under this Agreement are determined to involve a transfer of tangible personal property, Buyer and Seller acknowledge and agree that such transactions constitute a sale of an identifiable segment of a business for purposes of Section 151.304 of the Texas Tax Code.
Fees and Expenses; Transfer Taxes. Except as set forth herein, whether or not the transactions contemplated hereby are consummated pursuant hereto, each party hereto shall pay all fees and expenses incurred by it or on its behalf in connection with this Agreement and the consummation of the transactions contemplated hereby. (b) Sellers and Purchaser shall each be liable for and shall each pay fifty percent of (i) all Stay Bonuses paid to the drivers and fuelers listed on Schedule 1.1(g), provided that Purchaser shall be liable for and shall pay all Stay Bonuses for the other Continuing Employees who are subject to Stay Bonuses and listed on Schedule 1.1(g) and (ii) all applicable sales, transfer, recording, deed, stamp, franchise and other similar taxes, including, without limitation, any real property transfer taxes (if any) (“Transfer Taxes”), resulting from the consummation of the transactions contemplated by this Agreement and the other agreements contemplated hereby (collectively, the “Closing Fees”), and Purchaser shall, with Sellers’ cooperation and/or assistance, to the extent necessary, file all Tax Returns related hereto and thereto. For the avoidance of doubt, Sellers and Purchaser shall each be liable for and shall each pay fifty percent of all Transfer Taxes regardless of whether the applicable transfers are made (i) prior to Closing between entities that are both Affiliates of Seller Parent (so long as such transfer is made in connection with the Transaction) or (ii) at Closing by one of the Sellers to Purchaser. Notwithstanding the foregoing, Sellers shall be responsible for paying all real estate taxes owed on the Transferred Real Property, to the extent such real estate taxes are the responsibility of Sellers pursuant to the applicable Lease, if applicable, for all taxable periods ending on or prior to the Closing Date the due date (including extensions of time to file) of which is after the Closing Date, and Purchaser shall be responsible for paying all real estate taxes owed on the Transferred Real Property, to the extent such real estate
Fees and Expenses; Transfer Taxes. Subject to Sellers’ reimbursement obligations set forth in Section 9.2, Sellers and Buyers shall each be responsible for the costs and expenses of their respective legal counsel, advisors and other professionals employed by them in connection with the transactions contemplated by this Agreement. The Sellers and Buyers shall each be responsible for additional transaction costs and expenses as set forth on Schedule 10.1 attached hereto, including, without limitation, Transfer Taxes (which shall be paid by Sellers and Buyers in accordance with local custom for each Property in the jurisdiction where such Property is located, as shown in Schedule 10.1). The party required by applicable Law will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes, and if required by applicable Law, the other party will join in the execution of any such Tax Returns and other documentation (collectively, the “Transfer Tax Documentation”).
Fees and Expenses; Transfer Taxes. (a) Except as otherwise provided in this Agreement, the Sellers shall bear their own expenses and the expenses of their respective Affiliates and the Buyers shall bear their own expenses in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated by this Agreement. Each of the Sellers and the Buyers shall bear the fees and expenses of any broker or finder retained by such party or parties and its respective Affiliates in connection with the transactions contemplated herein.
(b) Notwithstanding anything to the contrary in Section 6.4(b) or Section 6.5, the Sellers on the one hand, and the Buyers on the other hand, each shall bear one half of any Transfer Taxes.
Fees and Expenses; Transfer Taxes. All costs and expenses incurred in connection with this Agreement and the consummation of the Transactions shall be paid by the party incurring such expenses, including the fees and expenses of its legal and financial advisors. The Selling Shareholders (shall be solely liable for all applicable stamp duties, transfer taxes, fees and expenses (including any notarial fees and expenses) relating to the transfer of the Sale Shares from the Selling Shareholders to Purchaser.
Fees and Expenses; Transfer Taxes. Except as otherwise agreed by the Parties, each Party will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. Any sales, use, stock transfer, real property transfer, real property gains, transfer, stamp, registration, documentary, recording or similar taxes together with any interest thereon, penalties, fines, fees, additions to tax or additional amounts with respect thereto arising out of the transactions contemplated hereby shall be borne equally by both Parties (and Purchaser shall prepare and file all necessary documentation and tax returns with respect to such taxes).
Fees and Expenses; Transfer Taxes. (a) If the transactions contemplated hereby are consummated, each of the Company, Lily Pond, Harveys and HLVMC will pay its own fees and expenses incident to the negotiation, preparation and execution of this Agreement and the Transition Services Agreement, including attorneys', accountants' and other advisors' fees and the fees and expenses of any broker, finder or agent retained by such party in connection with the transactions contemplated by the Agreement and any expenses incurred by the Company in contemplation of the consummation of the Management Buyout (the "FEES AND EXPENSES"). If the transactions contemplated hereby are not consummated, Lily Pond will pay the Fees and Expenses of Lily Pond and the Company, and Harveys and HLVMC will pay the Fees and Expenses of Harveys and HLVMC; PROVIDED, if the transactions contemplated hereby are not consummated as a result of action or inaction by either Harveys or HLVMC of any provision contained in Article V, then Harveys and HLVMC shall be jointly and severally liable for the Fees and Expenses incurred by Lily Pond and the Company and if the transactions contemplated hereby are not consummated as a result of action or inaction by Lily Pond of any provision contained in Article V or, in the case of Section 5.7 only, Xxxxxx, then Lily Pond shall be liable for the Fees and Expenses incurred by Harveys, HLVMC and the Company.
(b) HLVMC shall pay, or cause to be paid, all recordation, stock transfer or similar taxes or fees, deed, stamp or other taxes, recording charges, fees, or other similar costs or expenses of any kind required in connection with the effectuation of the transactions contemplated by this Agreement, whether such tax or fee is imposed on HLVMC, Harveys or the Company.
Fees and Expenses; Transfer Taxes. (a) Except as set forth herein, each party hereto shall pay all fees and expenses incurred by it or on its behalf in connection with this Agreement and the consummation of the transactions contemplated hereby.
(b) All applicable sales, transfer, recording, deed, stamp and other similar taxes, including, without limitation, any real property transfer or excise taxes (if any), resulting from the consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne fifty percent (50%) by the Buyer and fifty percent (50%) by the Sellers.
(c) The Sellers and the Buyer agree to cooperate with each other in all respects in determining the amount of any Transfer Taxes that may be imposed on the transactions contemplated hereby, as well as in the preparation, execution and Filing of any and all Tax Returns that may be required to be filed in connection with any such Transfer Taxes and in the defense or prosecution of any audit, examination, refund claim or any other similar action or proceeding that may arise in connection with such Transfer Taxes; provided, however, that notwithstanding the foregoing, as between the parties hereto, the Sellers, at their own expense, shall prepare and timely file with the prior written consent of the Buyer, such consent not to be unreasonably withheld, conditioned or delayed, any Tax Returns that may be required to be filed in connection with any such Transfer Taxes.
