Transaction Expenses; Transfer Taxes Sample Clauses

Transaction Expenses; Transfer Taxes. (a) Parent and Purchaser shall bear all fees and expenses incurred by Purchaser and its Representatives in connection with the negotiation and execution of this Agreement and each other Transaction Document and the consummation of the transactions contemplated hereby and thereby. The Sellers shall bear all fees and expenses incurred by the Seller Companies in connection with the negotiation and execution of this Agreement and each other Transaction Document and the consummation of the transactions contemplated hereby and thereby. (b) Notwithstanding anything to the contrary in this Agreement, all stamp, transfer, documentary, sales, use, registration and other such Taxes, levies and fees (including any penalties and interest) incurred in connection with this Agreement and the transactions contemplated hereby (collectively, “Transfer Taxes”), and the reasonable costs of preparing and filing the Tax Returns associated therewith, will be borne solely by the Sellers. All Tax Returns with respect to Transfer Taxes shall be prepared and filed by the Person that customarily is responsible for the filing of such Tax Returns. The Parties shall reasonably cooperate with one another to lawfully minimize Transfer Taxes and the Sellers shall, if Purchaser is the filing party of a particular Transfer Tax Return, pay to Purchaser the associated Transfer Taxes (and costs) to the Purchaser within three (3) Business Days prior to the payment due date of such Transfer Taxes and Purchaser shall duly remit such Taxes to the appropriate Taxing Authority.
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Transaction Expenses; Transfer Taxes. (a) In the event that the transactions contemplated hereby are not consummated, each Party shall bear their own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. (b) Purchasers will pay, in addition to the Purchase Price set out in Section 2.2, any and all applicable transfer, sales, goods and services, use, gross receipts, stamp and recording Taxes directly to the applicable Tax authority, regardless on whom the legal incidence of tax falls, and will pay other miscellaneous closing fees or costs associated therewith, regardless on whom the legal incidence of tax falls, payable upon and in connection with the sale, conveyance, assignment and transfer of the Interests. Sellers will pay any and all applicable transfer, sales, goods and services, use, gross receipts, stamp and recording Taxes and other miscellaneous closing fees or costs associated with the ACI Restructuring. (c) The Purchasers will pay, in addition to the Purchase Price set out in Section 2.2, any and all applicable transfer, sales, use, gross receipts, stamp and recording Taxes directly to the applicable Tax authority, regardless on whom the legal incidence of tax falls, and will pay other miscellaneous closing fees or costs associated therewith, payable upon and in connection with the sale, conveyance, assignment and transfer of the Transferred Assets, up to a maximum limit of $60,000, and Sellers shall pay all amounts in excess of $60,000, regardless on whom the legal incidence of tax falls. For greater certainty, the foregoing limit shall not apply to any applicable GST/HST or QST payable in connection with the sale, conveyance, assignment and transfer of the Transferred Assets, which shall be payable by the Purchasers in addition to the Purchase Price set out in Section 2.2. (d) Each Party shall bear their own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, except to the extent specified otherwise in this Agreement. (e) Notwithstanding the foregoing, the Parent and TRM ATM shall each pay one-half (1/2) of the fees payable to the U.S. Government in connection with filings under the HSR Act. (f) EFC and TRM Canada agree to elect jointly in prescribed forms pursuant to section 167 of the ETA and section 75.1 of the QSTA so that no GST/HST or QST is payable by TRM Canada in respect of the Transferred Assets. TRM Canada shall file such elections wi...
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Transaction Expenses; Transfer Taxes. Each of the Purchaser, on the one hand, and the Sellers, on the other hand, shall bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. All transfer taxes, stamp and recording taxes, sales, use and gross receipts taxes and other miscellaneous closing fees or costs associated therewith shall be paid by the party legally responsible for such expenses.
Sample 1
Transaction Expenses; Transfer Taxes. Each of the Purchaser, on the one hand, and the Sellers, on the other hand, shall bear their own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby, except that the Purchaser shall pay all statutory filing fees associated with compliance under the HSR Act. The Purchaser shall pay any and all transfer taxes, stamp and recording taxes, sales, use and gross receipts taxes and other miscellaneous closing fees or costs associated therewith; provided, however, that the Sellers shall pay any and all such transfer taxes, fees and expenses associated with the distribution of the Excluded Assets or such expenses, to the extent not paid as of the Closing, shall be included as current liabilities of the Company and its Subsidiaries in the determination of Net Working Capital. Other miscellaneous expenses and any title insurance premiums, and certification costs and other miscellaneous expenses in connection therewith, if any, shall be paid by the Purchaser. To the extent that any of the airport authorities incur out-of-pocket fees and expenses to respond to the estoppel letters described in Section 5.1 for which such airport authorities require reimbursement, the Purchaser shall bear the sole responsibility for the payment of such fees and expenses.
Sample 1
Transaction Expenses; Transfer Taxes. In the event that the transactions contemplated hereby are not consummated, each of the Purchaser, the Company, and the Sellers shall bear their own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby; provided, however, any expense incurred by the Company in connection with the Purchaser's efforts to finance the transactions contemplated hereby shall be paid by the Purchaser. Contemporaneous with the Closing of the transactions contemplated hereby, the Company shall pay all of its own fees, costs and expenses (including, without limitation, all legal fees and disbursements of counsel and the fees and expenses of the Bear Stearns Companies, Inc. referenced in Section 4.23 hereof) incurred ix xxxxxction with the process leading to the transactions contemplated hereby, and the negotiation, execution and closing of the transactions contemplated hereby up to an aggregate of $4,000,000. The Purchaser will pay any and all transfer taxes, stamp and recording taxes, sales and use taxes and other miscellaneous closing fees or costs associated therewith, if any. * * *
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Transaction Expenses; Transfer Taxes. Except as expressly provided herein, each of the Purchaser, on the one hand, and the Sellers, on the other hand, shall bear their own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. To the extent not paid by the Sellers, the Company shall pay its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby; provided that any such expenses so paid by the Company shall be paid immediately prior to the Closing by the Company and prior to any calculation of Net Working Capital. Any and all transfer taxes, stamp and recording taxes, sales, use and gross receipts taxes and other miscellaneous closing fees or costs associated therewith incurred in connection with this Agreement shall be borne 50% by the Purchaser and 50% by the Sellers. Other miscellaneous expenses and any title insurance premiums, and certification costs and other miscellaneous expenses in connection therewith, if any, shall be paid by the Purchaser. To the extent not paid by the Sellers, the Company shall pay the fees or other expenses required to be paid in order to obtain the third party consents and approvals specified on the Required Consents Schedule prior to the Closing.
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Transaction Expenses; Transfer Taxes. The Purchaser Entities and the Sellers shall bear their own costs and expenses (including legal, accounting, investment banking and other fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. The Party incurring them will pay any and all transfer taxes, stamp and recording taxes, sales, use and gross receipts taxes and other miscellaneous closing fees or costs associated therewith. Other miscellaneous expenses and any title insurance premiums, and certification costs and other miscellaneous expenses in connection therewith, if any, shall be paid by the Party incurring them.
Sample 1
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Related to Transaction Expenses; Transfer Taxes

  • Expenses; Transfer Taxes Each party hereto will bear the legal, accounting and other expenses incurred by such party in connection with the negotiation, preparation and execution of this Agreement, the Transaction Documents, and the transactions contemplated hereby. All sales, transfer, recordation and documentary Taxes and fees which may be payable in connection with the transactions contemplated by this Agreement shall be borne by Transferor.

  • 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.

  • Transfer Taxes On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

  • Transaction Expenses Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided. The Company will pay, and will save each Purchaser and each other Holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder in connection with its purchase of the Notes).

  • Acquisition Expenses Any and all expenses incurred by the Company, the Advisor, or any Affiliate of either in connection with the selection, acquisition or development of any Asset, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, and title insurance premiums.

  • Liquidation and Acquisition Expenses The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

  • Organization Expenses All expenses incurred in connection with organization of the Company will be paid by the Company.

  • Litigation Expenses If either party successfully seeks to enforce any provision of this Agreement or to collect any amount claimed to be due under it, this party will be entitled to reimbursement from the other party for any and all of its out-of-pocket expenses and costs including, without limitation, reasonable attorneys' fees and costs incurred in connection with the enforcement or collection.

  • Termination Expenses Termination Expenses are in addition to compensation for Basic and Supplemental Services, and are full compensation for all damages and expenses which are directly or indirectly attributable to termination. Termination Expenses are applicable only to a termination for convenience by Owner and shall be computed as a percentage of the total compensation for Basic Services and Supplemental Services earned to the time of termination, as follows: .1 Twenty (20%) percent of the total compensation for Basic and Supplemental Services earned to the date of termination, if termination occurs before or during the schematic design phase; or .2 Ten (10%) percent of the total compensation for Basic and Supplemental Services earned to the date of termination, if termination occurs during the design development phase; or .3 Five (5%) percent of the total compensation for Basic and Supplemental Services earned to the date of termination, if termination occurs during any subsequent phase.

  • Collection Expenses The Borrower further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys’ fees, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due.

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