Transfer Taxes; Expenses. Any Taxes or recording fees payable as a result of the purchase and sale of the Shares or any other action contemplated hereby (other than any federal, state, local or foreign Taxes measured by or based upon income or gains imposed upon the Purchaser) shall be paid by the Purchaser. The Parties shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications and other documents regarding Taxes and all transfer, recording, registration and other fees that become payable in connection with the transactions contemplated hereby that are required or permitted to be filed at or prior to the Closing.
Transfer Taxes; Expenses. The Company shall pay any and all brokerage fees, transfer taxes and expenses incidental to the exercise of the Option and shall pay all the fees and expenses of any special attorneys or accountants retained by it in connection therewith.
Transfer Taxes; Expenses. Notwithstanding any other provision of this Agreement to the contrary, in accordance with New Hampshire Law and custom, Buyer and Seller shall in good faith determine the amount and at Closing each pay fifty percent (50%) of all Transfer Taxes that may be imposed upon, or payable, collectible or incurred in connection with the transfer of the Acquired Assets to Buyer or otherwise in connection with the transactions contemplated by this Agreement and the Related Agreements. Except as provided in Section 2.10(m). Buyer shall, at its own expense, prepare and timely file all Tax Returns relating to any such Transfer Tax (and Seller shall cooperate with respect thereto as reasonably necessary, including by preparing, executing and providing its Tax Return to Buyer, or by joining in the execution of any such Tax Returns if required by applicable Law), shall notify Seller when such filings have been made and shall provide Seller with copies of all Forms CD-57-S.
Transfer Taxes; Expenses. Any sales, use or transfer Taxes or recording fees payable as a result of the transactions contemplated hereby or any other action contemplated hereby shall be paid 50% by the Sellers and 50% by the Purchaser. The Parties shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications and other documents regarding Taxes and all transfer, recording, registration and other fees that become payable in connection with the transactions contemplated hereby that are required or permitted to be filed at or prior to the Closing. The Purchaser shall provide to each Seller (a) a completed valid Texas Resale Certificate with respect to items contained in Product Inventory that the Purchaser will sell in the ordinary course of business, (b) a completed valid Texas Sales and Use Tax Exemption Certificate with respect to items that the Purchaser will claim exemption from sales and use tax, and (c) a completed valid federal excise tax Notification Certificate of Taxable Fuel Registrant (i.e., proof of taxable fuel registration as prescribed under Code Reg. Section 48.4081-5). Notwithstanding the foregoing, the Purchaser will bear all fees and expenses associated with its financing described in the Financing Commitment, including without limitation fees and expenses in connection with the preparation and filing of deeds of trust and other security instruments creating Liens for the benefit of its lenders.
Transfer Taxes; Expenses. (a) All transfer, documentary, sales, use, registration and other such Taxes and the related fees (including any penalties, interests and additions to Tax) incurred in connection with the sale of the Shares pursuant to this Agreement or the transactions contemplated hereby shall be paid by Shareholders. The parties shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions of such Tax Laws.
(b) Any filing fees due in respect of filings made by Buyer under any law or regulation applicable to the transactions contemplated hereby or the parties hereto in connection therewith shall be paid equally by Buyer and Shareholders; provided, that Shareholders shall pay any such filing fees which -------- are for a filing related to Shareholders' acquisition of Buyer Common Shares as contemplated herein; provided further that Buyer shall pay all fees and expenses -------- ------- incurred in connection with (i) filings with the Securities and Exchange Commission with respect to approval by Buyer's shareholders of this Agreement and issuance to Shareholders of the Buyer Common Shares as contemplated by Article II hereof and (ii) the change of the name of the Companies.
(c) Except as otherwise provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs and expenses, it being understood that the fees and expenses of Ernst & Young LLP and The Xxxxxxx Xxxxxxxxxx Law Firm PLLC with respect to this Agreement and the transactions contemplated hereby, as well as any Taxes relating to or incurred in connection with the distribution of Excluded Assets and any interest, prepayment, penalties or other costs associated with any indebtedness of any of the Companies and incurred in connection with the transactions contemplated hereby (the "Shareholders' Expenses") which have not either been paid prior to the Effective Date or accrued as a current liability in the determination of Working Capital as of the Effective Date in the Final Closing Date Adjustment Schedules shall be paid by Shareholders.
Transfer Taxes; Expenses. The Corporation shall pay all transfer taxes, stamp duties, and similar taxes or fees payable in connection with any exercise or exchange of this Warrant.
Transfer Taxes; Expenses. Any transfer, registration, stamp, documentary, sales, use and similar Taxes, and any penalties, interest and additions thereto, incurred in connection with this Agreement or the transfer of the Business and the Assets shall be paid by the Companies. The Parties shall cooperate in the timely making of all filings, returns, reports and forms as may be required in connection therewith.
Transfer Taxes; Expenses. The parties agree to execute and deliver any real estate transfer tax forms necessary to record this Agreement. Grantee shall be responsible for the payment of all transfer taxes, recording fees and any other expenses incurred in connection with the recording of this Agreement.
Transfer Taxes; Expenses. Pro-ration
Transfer Taxes; Expenses. Any sales taxes, real property transfer or gains taxes, recording fees or any other similar taxes payable as a result of the Acquisition or any other action contemplated by this Agreement will be paid by the party upon which those taxes are imposed by applicable laws. Notwithstanding the foregoing, any taxes imposed by the State of Florida on either the Seller or the Purchaser with respect to the Line of Credit (including, but not limited to the related loan agreement and promissory note) shall be paid by the Seller. The Parties will 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 hereby that are required or permitted to be filed on or before the Closing.
