Common use of Transfer Taxes; Expenses Clause in Contracts

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. (a) All Sellers shall be liable for, and shall pay when due, any transfer, gains, documentary, sales, use, registration and registration, value added or other such similar Taxes and the related fees (including any penalties, interests and additions to Tax) incurred in connection with the sale payable by reason of the Shares pursuant to this Agreement or the transactions contemplated hereby by this Agreement (the "TRANSFER TAXES") up to and including the amount of such Transfer Taxes estimated in the Tax Return described in the immediately following sentence (provided that if (i) the actual amount of Transfer Taxes exceeds such estimated amount, Sellers shall not be liable for such excess and (ii) the actual amount of Transfer Taxes is less than such estimated amount, such difference shall be paid by Shareholders. The parties shall cooperate treated in timely preparing accordance with Section 2.8), and filing all the Company and the Sellers shall, at their own expense, file necessary Tax Returns as may be required and other documentation with respect to comply all such Transfer Taxes. At least ten (10) business days prior to Closing, the Company shall provide Newco with a draft copy of the provisions Tax Return for such Transfer Taxes in form and substance reasonably satisfactory to Newco and prepared by Coopers & Xxxxxxx, the Company's independent tax accountants, which shall set forth the Company's estimate of such Tax LawsTransfer Taxes, and such estimate shall be used for purposes of Sections 2.8 and 8.7(b). (b) Any filing fees due in respect Regardless of filings made by Buyer under any law or regulation applicable to whether the transactions contemplated hereby or the parties hereto provided for 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 are consummated, except as otherwise provided in this Agreementherein, all costs and each party hereto shall pay its own 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 incident to this Agreement and the transactions contemplated hereby, as well as any Taxes relating herein. Newco understands and acknowledges that all out-of-pocket fees and expenses incurred or to or be incurred in connection with by the distribution of Excluded Assets Company and any interest, prepayment, penalties or other costs associated with any indebtedness of any of the Companies and incurred XX Xxxxxxx in connection with the transactions contemplated hereby (including, without limitation, the "Shareholders' Expenses"fees and expenses described in Section 3.23) which have not either been will be paid in full by the Company in cash at or prior to the Effective Date or accrued as a current liability Closing and to the extent that the sum of (a) any such expenses PLUS (b) the estimated amount of Transfer Taxes set forth in the determination of Working Capital draft Tax Return described in Section 8.7(a), exceeds $1,000,000, such excess shall reduce the Merger Consideration as set forth in Section 2.8. No later than 24 hours before the time of the Effective Date Closing, and no earlier than 48 hours before the time of the Closing, the Company shall provide to Newco a certificate of the chief financial officer of the Company and the Seller Representative setting forth in reasonable detail the Final Closing Date Adjustment Schedules shall be true and correct amount of costs and expenses (whether paid or payable) incurred by Shareholdersthe Company and the XX Xxxxxxx in connection with the Merger (including, without limitation, all such costs and expenses relating to the Company and the XX Xxxxxxx obtaining shareholder approval for the Merger and obtaining the consent of any Governmental Authority or third party as contemplated hereby).

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.