Common use of Transfer Costs Clause in Contracts

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 paying GST in Canada and that such registration has not been varied, cancelled or revoked, together with its registration number. The GST Undertaking and Indemnity shall confirm that, and Ivanhoe II hereby covenants and agrees that, the purchaser shall self-assess and remit to the appropriate Governmental Authority the GST which is payable in connection with the transfer of the Xxxxxxx Xxxxx Subject Assets and the Xxxxxxx Xxxxx Peripheral Property Subject Assets, all in accordance with the Excise Act and Ivanhoe II shall indemnify and save the Xxxxx Transferors harmless from any GST, penalty, interest or other amounts which may be payable by or assessed against the Xxxxx Transferors under the Excise Act as a result of or in connection with the Xxxxx Transferors’ failure to collect or remit any GST applicable on the sale, transfer and conveyance of the Xxxxxxx Xxxxx Subject Assets and the Xxxxxxx Xxxxx Peripheral Property Subject Assets by the Vaughan Trust or Vaughan Residual, as applicable, to Ivanhoe II or its Qualified Designee. If Ivanhoe II fails to provide the GST Undertaking and Indemnity to the Xxxxx Transferors by the Closing, or if the purchaser is not at Closing registered as a registrant under the Act, the Ivanhoe Transferee shall pay to the Xxxxx Transferors at Closing, the GST required to be paid pursuant to the Excise Act with respect to the Transactions in addition to the Purchase Price. (d) The provisions of this Section 2.5 shall survive, and shall not merge on, Closing.

Transfer Costs. (a) The Ivanhoe Transferee Holdings shall pay the following costs (collectively, “Transfer Costs”):pay: (i) all transfer taxes, GST, VAT, provincial sales tax, stamp duty (including stamp duty land taxes)duty, other land taxes and any other similar taxes that will be due in connection with the transfer sale of the Xxxxx Interests and the Properties Contributee Shares whether arising from a reassessment or otherwise and all city, provincial provincial, regional and national charges to record and file documents, and whether payable at Closing or following Closing other than any costs and registration fees payable in connection with the discharge of EncumbrancesEncumbrances affecting the Contributee Shares, if any, which are to be discharged by any of the Xxxxx Transferors;Transferors pursuant to the terms or in furtherance of this Agreement (collectively, “Transfer Taxes”); and (ii) the filing all fees (payable to, and applicable GST) in respect of Ivanhoe II’s short-form merger notification filing all costs and ARC request pursuant expenses relating to the Competition ActNotary and any other notary used by them in connection with this Agreement, which filing was made on or about August 16the transfer of the Contributee Shares, 2006; andand the Closing (the “Notary Costs”, and collectively with the Transfer Taxes, the “Transfer Costs”). (iiib) The Transferors shall pay any loan consent, loan assumption, fees or other fees amounts payable to the lenders or other finance parties under the St. Enoch Inter-Company Loans or the Hypo Debt as a result of or in connection with the transfer of the Xxxxx Interests hereunder. The Contributee Shares hereunder (the “Loan Fees”), and shall fully indemnify and save harmless Ivanhoe Transferee hereby confirms no such fees are payable with respect to Holdings and the Vaughan DebtSubject Companies from all Loan Fees. (bc) Ivanhoe II Holdings 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 toof: (i) the failure by Ivanhoe Holdings to pay any Transfer Costs, ; and (ii) the failure by Ivanhoe Holdings to file any returns, certificates, filings, election notices or other documents required to be filed by the Ivanhoe Transferee Holdings or the Joint Entities Subject Companies after Closing with any central, federal, provincial or other taxing authorities in connection with the conveyance or transfer to the Ivanhoe Transferee Holdings of the Xxxxx Interests and the Properties. (c) Without limiting the foregoingContributee Shares, 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 unless such GST in addition failure is attributable to the Purchase Price. On Registry Sheet not being open, or any other condition or circumstance existing at the Closing Date, Ivanhoe II shall provide that prevents or delays 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 paying GST in Canada and that such registration has not been varied, cancelled or revoked, together with its registration number. The GST Undertaking and Indemnity shall confirm that, and Ivanhoe II hereby covenants and agrees that, the purchaser shall self-assess and remit to the appropriate Governmental Authority the GST which is payable in connection with the transfer of the Xxxxxxx Xxxxx Subject Assets and the Xxxxxxx Xxxxx Peripheral Property Subject Assets, all in accordance with the Excise Act and Ivanhoe II shall indemnify and save the Xxxxx Transferors harmless from any GST, penalty, interest or other amounts which may be payable by or assessed against the Xxxxx Transferors under the Excise Act as a result of or in connection with the Xxxxx Transferors’ failure to collect or remit any GST applicable on the sale, transfer and conveyance of the Xxxxxxx Xxxxx Subject Assets and the Xxxxxxx Xxxxx Peripheral Property Subject Assets by the Vaughan Trust or Vaughan Residual, as applicable, to Ivanhoe II or its Qualified Designee. If Ivanhoe II fails to provide the GST Undertaking and Indemnity to the Xxxxx Transferors by the Closing, or if the purchaser is not at Closing registered as a registrant under the Act, the Ivanhoe Transferee shall pay to the Xxxxx Transferors at Closing, the GST required to be paid pursuant to the Excise Act with respect to the Transactions in addition to the Purchase Pricefiling. (d) The provisions of this Section 2.5 2.4 shall survive, and shall not merge on, the Closing.

Transfer Costs. (a) The Ivanhoe Transferee Contributee shall pay the following costs (collectively, “Transfer Costs”):pay: (i) all transfer taxes, GST, VAT, provincial sales tax, stamp duty (including stamp duty land taxes)duty, other land taxes and any other similar taxes that will be due in connection with the transfer of the Xxxxx Spanish Interests and the Properties whether arising from a reassessment or otherwise and all city, provincial provincial, regional and national charges to record and file documents, and whether payable at Closing or following Closing 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;Contributors pursuant to the terms or in furtherance of this Agreement (collectively, “Transfer Taxes”); and (ii) the filing all fees (payable to, and applicable GST) in respect of Ivanhoe II’s short-form merger notification filing all costs and ARC request pursuant expenses relating to the Competition ActNotary and any other notary used by them in connection with this Agreement, which filing was made on or about August 16the Transfer Instruments, 2006; andand the Closing (the “Notary Costs”, and collectively with the Transfer Taxes, the “Transfer Costs”). (iiib) The Contributors shall pay any loan consent, loan assumption, fees or other fees amounts payable to the lenders or other finance parties under the St. Enoch Inter-Company Loans or the Hypo Debt as a result of or in connection with the transfer of the Xxxxx Spanish Interests hereunder. The hereunder (the “Loan Fees”), and shall fully indemnify and save harmless the Ivanhoe Transferee hereby confirms no such fees are payable with respect to Contributee and the Vaughan DebtSubject Companies from all Loan Fees. (bc) The Ivanhoe II Contributee hereby indemnifies and saves the Xxxxx Transferors Contributors and their shareholders, directors, officers, employees, advisors and agents harmless from all Claims incurred, suffered or sustained as a result of of: (i) the failure by the Ivanhoe Transferee to: (i) Contributee to pay any Transfer Costs, ; and (ii) the failure by the Ivanhoe Contributee to file any returns, certificates, filings, election notices or other documents required to be filed by the Ivanhoe Transferee Contributee or the Joint Entities Subject Companies after Closing with any central, federal, regional, provincial or other taxing authorities in connection with the conveyance or transfer contribution to the Ivanhoe Transferee Contributee of the Xxxxx Interests and the Properties. (c) Without limiting the foregoingSpanish Interests, 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 unless such GST in addition failure is attributable to the Purchase Price. On Registry Sheet not being open, or any other condition or circumstance existing at the Closing Date, Ivanhoe II shall provide that prevents or delays 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 paying GST in Canada and that such registration has not been varied, cancelled or revoked, together with its registration number. The GST Undertaking and Indemnity shall confirm that, and Ivanhoe II hereby covenants and agrees that, the purchaser shall self-assess and remit to the appropriate Governmental Authority the GST which is payable in connection with the transfer of the Xxxxxxx Xxxxx Subject Assets and the Xxxxxxx Xxxxx Peripheral Property Subject Assets, all in accordance with the Excise Act and Ivanhoe II shall indemnify and save the Xxxxx Transferors harmless from any GST, penalty, interest or other amounts which may be payable by or assessed against the Xxxxx Transferors under the Excise Act as a result of or in connection with the Xxxxx Transferors’ failure to collect or remit any GST applicable on the sale, transfer and conveyance of the Xxxxxxx Xxxxx Subject Assets and the Xxxxxxx Xxxxx Peripheral Property Subject Assets by the Vaughan Trust or Vaughan Residual, as applicable, to Ivanhoe II or its Qualified Designee. If Ivanhoe II fails to provide the GST Undertaking and Indemnity to the Xxxxx Transferors by the Closing, or if the purchaser is not at Closing registered as a registrant under the Act, the Ivanhoe Transferee shall pay to the Xxxxx Transferors at Closing, the GST required to be paid pursuant to the Excise Act with respect to the Transactions in addition to the Purchase Pricefiling. (d) The provisions of this Section 2.5 2.4 shall survive, and shall not merge on, the Closing.