Transfer Costs. Subject to the transfer tax indemnification obligations of the Contributor set forth in Section 5.02, the Operating Partnership shall pay any documentary transfer taxes, escrow charges, title charges and recording taxes or fees incurred in connection with the transactions contemplated hereby.
Transfer Costs. Subject to Section 6.05, the Company shall pay any documentary transfer taxes, escrow charges, title charges and recording taxes or fees incurred by the Company or the Contributor in connection with the transactions contemplated hereby.
Transfer Costs. 22.5.1 The "DEVELOPER" shall transfer the Project, Project Facilities, Premises and all Assets to the "RWS" at free of cost & without any charge, encumbrance, liability or obligation passing on and as per terms of Agreement.
22.5.2 The "DEVELOPER" shall be responsible for the costs and expenses, including stamp duties, taxes, legal fee and expenses incurred in connection with the transfer of the Project and Project Facilities. The "DEVELOPER" hereby undertakes to indemnify the "RWS" against any liability arising out of any non-payment of tax liability till the Transfer Date that may be sought to be or is imposed on a later date on the "OWNERS" by any competent authorities including the income tax authorities, in relation to the Project, Project Facilities, Premises etc.
Transfer Costs. (a) The Ivanhoe Transferee shall pay the following costs (collectively, “Transfer Costs”):
(i) all transfer taxes, GST, VAT, provincial sales tax, stamp duty (including stamp duty land taxes), other land taxes and any other similar taxes that will be due in connection with the transfer of the Xxxxx Interests and the Properties whether arising from a reassessment or otherwise and all city, provincial and national charges to record and file documents, other than any costs and registration fees payable in connection with the discharge of Encumbrances, if any, which are to be discharged by any of the Xxxxx Transferors;
(ii) the filing fees (and applicable GST) in respect of Ivanhoe II’s short-form merger notification filing and ARC request pursuant to the Competition Act, which filing was made on or about August 16, 2006; and
(iii) any loan consent, loan assumption, or other fees payable to the lenders or other finance parties under the St. Enoch Debt as a result of or in connection with the transfer of the Xxxxx Interests hereunder. The Ivanhoe Transferee hereby confirms no such fees are payable with respect to the Vaughan Debt.
(b) Ivanhoe II hereby indemnifies and saves the Xxxxx Transferors and their shareholders, directors, officers, employees, advisors and agents harmless from all Claims incurred, suffered or sustained as a result of the failure by the Ivanhoe Transferee to:
(i) pay any Transfer Costs, and
(ii) file any returns, certificates, filings, election notices or other documents required to be filed by the Ivanhoe Transferee or the Joint Entities with any federal, provincial or other taxing authorities in connection with the conveyance or transfer to the Ivanhoe Transferee of the Xxxxx Interests and the Properties.
(c) Without limiting the foregoing, Ivanhoe II acknowledges that the Purchase Price does not include GST payable in respect of the purchase of the Xxxxxxx Xxxxx Subject Assets or the Xxxxxxx Xxxxx Peripheral Property Subject Assets pursuant to this Agreement and that it shall be responsible for the payment of any such GST in addition to the Purchase Price. On the Closing Date, Ivanhoe II shall provide the Xxxxx Transferors with the GST Undertaking and Indemnity confirming that the purchaser is purchasing the Xxxxxxx Xxxxx Subject Assets and the Xxxxxxx Xxxxx Peripheral Property Subject Assets on its own account and not in trust for any other Person and that the purchaser is registered pursuant to the Excise Act for the purposes of payi...
Transfer Costs. Ocera commenced the transfer of certain items included in the Technology to Roche, GNE and/or a designated Third Party pursuant to the Letter of Intent. Pursuant to this Agreement, Ocera shall complete the transfer of the Technology to Roche, GNE and/or a designated Third Party, in accordance with this Agreement. Licensee [*]
Transfer Costs. 13.6.1 The Concessionaire shall transfer the possession of Project Site, Project Facility to the Authority free from any charge, Encumbrance, liability or obligation in terms of this Concession Agreement, through appropriate legal document executed in respect thereof, if any;
13.6.2 The Concessionaire shall be responsible for the costs and expenses with the transfer of the possession of the Project Facility and Project Site. The Concessionaire hereby undertakes to indemnify the Authority against any liability arising out of any statutory liability till the Transfer Date that may be sought to be or is imposed on a later date on the Authority by any statutory authorities, in relation to the Project Facility and the assets there under.
Transfer Costs. All transfer and documentary Taxes (“Transfer Taxes”) incurred in connection with the transfer of the Fee Properties pursuant to this Agreement, shall be paid one-half by Seller and one-half by Purchaser when due. Any transfer and documentary Taxes incurred in connection with any financing obtained by Purchaser, shall be paid by Purchaser when due. The Parties shall take any reasonable action that may be available to reduce or eliminate any Transfer Taxes. Purchaser shall pay appraisal costs, the cost of any ESA or other investigation of the Properties, fees or expenses of Purchaser’s counsel, one-half (1/2) of all of the title company’s escrow and closing fees, if any, any and all fees associated with the purchase of Title Policies should Purchaser elect to purchase such policies and one-half (1/2) of the title company’s fees for generating the Title Commitments. Seller shall pay the costs to prepare the deeds, recording costs, one-half (1/2) of the costs of the Title Commitments, any fees required to record a satisfaction, discharge or release of any lien Seller is required to discharge hereunder, fees or expenses of Seller’s counsel, and one-half (1/2) of all of the title company’s escrow and closing fees, if any. Any other costs and expenses of Closing not provided for in this Section 4.5 shall be allocated between Purchaser and Seller in accordance with the custom in the county in which the Fee Property is located.
Transfer Costs. AMD Investments shall pay any transfer taxes, recording and filing fees, and other charges with respect to the contribution of its Membership Interests. Fujitsu shall pay any transfer taxes, recording and filing fees, and other charges with respect to the contribution of the FMH Capital Stock.
Transfer Costs. Costs incurred by Landlord in connection with the sale, assignment, transfer, other disposition, financing, refinancing, mortgaging, selling or change of ownership of the Industrial Center (including brokerage commissions, attorneys’ and accountants’ fees, closing costs, title insurance premiums, transfer taxes and interest charges), including the sale or any other form of full or partial transfer of title of the Industrial Center or any part thereof, or due to the transfer of title of any leases in the Industrial Center, or due to any renovation or new construction in the Industrial Center or related facilities.
Transfer Costs. All FTE Costs and Out-of-Pocket Costs incurred by either Party in performing activities pursuant to this Section 5.6, including Manufacturing Technology Transfer activities and activities under Section 5.6.2, shall be included as Development Costs or Allowable Expenses, as applicable.
