Transfer Tax. The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees and any similar taxes which become payable in connection with the transactions contemplated by this Agreement (together with any related interest, penalties or additions to tax, "Transfer Taxes"). All Transfer Taxes shall be paid by the Company and expressly shall not be a liability of any holder of the Company Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Upm Kymmene Corp), Agreement and Plan of Merger (Dycom Industries Inc), Agreement and Plan of Merger (Champion International Corp)
Transfer Tax. The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxesTaxes, any transfer, recording, registration and other fees and any similar taxes Taxes which become payable in connection with the transactions contemplated by this Agreement (together with any related interest, penalties or additions to taxTax, "Transfer Taxes"). All Transfer Taxes shall be paid by the Company and expressly shall not be a liability of any holder of the Company Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Unilab Corp /De/), Pre Merger Agreement (Dynacare Inc), Agreement and Plan of Merger (Quest Diagnostics Inc)
Transfer Tax. The Company and the Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxesTaxes, any transfer, recording, registration and other fees and any similar taxes Taxes which become payable in connection with the transactions contemplated by this Agreement Transactions (together with any related interest, penalties or additions to taxTax, "“Transfer Taxes"”). All Transfer Taxes shall be paid by the Company and expressly shall not be a liability Liability of any holder of the Company Common Stock.
Appears in 2 contracts
Samples: Arrangement Agreement (Acorn Energy, Inc.), Arrangement Agreement (Acorn Energy, Inc.)
Transfer Tax. The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees and any similar taxes which become payable in connection with the transactions contemplated by this Agreement (together with any related interest, penalties or additions to tax, "Transfer TRANSFER Taxes"). All Transfer Taxes shall be paid by the Company and expressly shall not be a liability of any holder of the Company Common StockOffer Securities.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wang Laboratories Inc), Agreement and Plan of Merger (Wang Laboratories Inc)
Transfer Tax. The Parent and the Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnairesapplications, applications questionnaires or other documents documents, regarding any real property transfer or gainstransfer, stamp, recording, documentary, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees and any similar taxes which Taxes that shall become payable in connection with the transactions contemplated by this Agreement Merger (together with any related interestcollectively, penalties or additions to tax, "“Transfer Taxes"”). All Transfer Taxes From and after the Effective Time, the Surviving Corporation shall pay or cause to be paid by the Company and expressly shall not be a liability of any holder of the Company Common Stockall Transfer Taxes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Artesyn Technologies Inc), Agreement and Plan of Merger (Emerson Electric Co)
Transfer Tax. The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxesTaxes, any transfer, recording, registration and other fees and any similar taxes Taxes which become payable in connection with the transactions contemplated by this Agreement (together with any related interest, penalties or additions to taxTax, "Transfer Taxes"). All Transfer Taxes shall be paid by the Company and expressly shall not be a liability Liability of any holder of the Company Common Stock.
Appears in 1 contract
Samples: Arrangement Agreement (L-1 Identity Solutions, Inc.)
Transfer Tax. The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxesTaxes, any transfer, recording, registration and other fees and any similar taxes Taxes which become payable in connection with the transactions contemplated by this Agreement Transactions (together with any related interest, penalties or additions to taxTax, "“Transfer Taxes"”). All Transfer Taxes shall be paid by the Company and expressly shall not be a liability Liability of any holder of the Company Common StockShares.
Appears in 1 contract
Samples: Arrangement Agreement (Quantum Fuel Systems Technologies Worldwide Inc)
Transfer Tax. The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxesTaxes, any transfer, recording, registration and other fees and any similar taxes Taxes which become payable in connection with the transactions contemplated by this Agreement Transactions (together with any related interest, penalties or additions to taxTax, "Transfer Taxes"). All Transfer Taxes shall be paid by the Company and expressly shall not be a liability Liability of any holder of the Company Common Stock.
Appears in 1 contract
Samples: Arrangement Agreement (L-1 Identity Solutions, Inc.)
Transfer Tax. The Company Company, Merger Sub and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees and any similar taxes which become payable in connection with the transactions contemplated by this Agreement (together with any related interest, penalties or additions to tax, "Transfer Taxes"). All Transfer Taxes shall be paid by the Company and expressly shall not be a liability responsibility of any holder the holders of the Company Common Stock.. Agreement and Plan of Merger -- 45
Appears in 1 contract
Samples: Agreement and Plan of Merger (Autologic Information International Inc)
Transfer Tax. The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees and any similar taxes which become payable in connection with the transactions contemplated by this Agreement (together with any related interest, penalties or additions to tax, "Transfer TaxesTRANSFER TAXES"). All Transfer Taxes shall be paid by the Company and expressly shall not be a liability of any holder of the Company Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Champion International Corp)
Transfer Tax. The Company and Parent shall ------------ ------------ cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees and any similar taxes which become payable in connection with the transactions contemplated by this Agreement (together with any related interest, penalties or additions to tax, "Transfer Taxes"). All Transfer Taxes shall be paid by the Company and -------------- expressly shall not be a liability of any holder of the Company Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Georgia Pacific Corp)
Transfer Tax. The Company Company, Merger Sub and Parent shall ------------ cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees and any similar taxes which become payable in connection with the transactions contemplated by this Agreement (together with any related interest, penalties or additions to tax, "Transfer Taxes"). All Transfer Taxes shall be paid by the Company and expressly shall not be a liability responsibility of any holder the -------------- holders of the Company Common Stock.
Appears in 1 contract
Transfer Tax. The Company and Parent shall cooperate in ------------ the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees and any similar taxes which become payable in connection with the transactions contemplated by this Agreement (together with any related interest, penalties or additions to tax, tax ("Transfer Taxes"). All Transfer Taxes shall be paid by the Company and expressly shall not be a liability of any holder of the Company Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (New England Business Service Inc)
Transfer Tax. The Company and Parent the Purchaser shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees and any similar taxes Taxes which become payable in connection with the transactions contemplated by this Agreement (together with any related interest, penalties or additions to tax, "“Transfer Taxes"”). All Transfer Taxes shall be paid by the Company and expressly shall not be a liability of any holder responsibility of the Company Common StockSurviving Corporation.
Appears in 1 contract
Transfer Tax. The Company Company, Merger Sub and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees and any similar taxes which become payable in connection with the transactions contemplated by this Agreement (together with any related interest, penalties or additions to tax, "Transfer Taxes"). All Transfer Taxes shall be paid by the Company and expressly shall not be a liability of any holder holders of the Company Common Stock.
Appears in 1 contract
Transfer Tax. The Company and Parent shall cooperate in ------------- ------------ the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees and any similar taxes which become payable in connection with the transactions contemplated by this Agreement (together with any related interest, penalties or additions to tax, "Transfer -------- Taxes"). All Transfer Taxes shall be paid by the Company and expressly shall not ----- be a liability of any holder of the Company Common Stock.
Appears in 1 contract
Transfer Tax. The Company and Parent shall cooperate in ------------ the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees and any similar taxes which become payable in connection with the transactions contemplated by this Agreement (together with any related interest, penalties or additions to tax, "Transfer -------- Taxes"). All Transfer Taxes shall be paid by the Company and expressly shall ----- not be a liability of any holder of the Company Common StockOffer Securities.
Appears in 1 contract
