Transfer Taxes Fees and Expenses. Buyer, on the one hand, and Sellers, on the other hand, shall each be responsible for and pay one-half of any and all excise, sales, use, registration, stamp, recording, documentary, transfer and similar taxes, levies, charges and fees incurred in connection with the transfer of the Purchased Assets provided for herein (collectively, “Transfer Taxes”). Buyer and Sellers shall cooperate to prepare all Tax Returns with respect to such Transfer Taxes in a manner consistent with this Section 1.9. The responsible party shall (i) timely file all Tax Returns with respect to Transfer Taxes, (ii) timely remit to the applicable Tax Authority payment of all of the Transfer Taxes required to be remitted therewith, and (iii) promptly provide the other party with a copy of such Tax Return and evidence of payment of all Transfer Taxes required to be remitted therewith. If either party has paid any Transfer Taxes allocable to the other party, such other party shall promptly reimburse the party that paid such Transfer Taxes for such other party’s allocable share of such Transfer Taxes. The Buyer, on the one hand, and Sellers, on the other hand, shall each pay one-half of any and all fees and costs of recording or filing all applicable conveyance instruments necessary to effect the transactions contemplated hereby. The Sellers and Buyer shall reasonably cooperate with each other to allow the transactions contemplated by this Agreement to qualify for any exemptions from Transfer Taxes available under applicable Law.
Transfer Taxes Fees and Expenses. Seller shall be responsible for and pay any and all excise, sales, value added, use, registration, stamp, recording, documentary, property, transfer and similar taxes, levies, charges and fees incurred in connection with the transactions contemplated hereby (collectively, “Transfer Taxes”).
Transfer Taxes Fees and Expenses. Each party shall bear responsibility for its own expenses associated with the sale, purchase and transfer of the Shares. Any expenses incurred in connection with the transfer of the Shares and requested to be paid by the Company shall be paid by the Seller.
Transfer Taxes Fees and Expenses. Seller shall pay any and all sales, stamp, documentary, use, filing, transfer and other taxes and fees (including attorneys’ fees of the Portfolio Partnership) payable as a result of the transfer of the Portfolio Property or any part thereof.
Transfer Taxes Fees and Expenses. 18 8.1. Transfer Taxes and Similar Charges. . . . . . . . . . . . . . . 18 8.2. Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 ARTICLE IX. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . 19
Transfer Taxes Fees and Expenses. 34 10.1 Expenses.................................................34 10.2 Sales and Transfer Taxes.................................34 10.3 Governmental Filing or Grant Fees........................34
Transfer Taxes Fees and Expenses. (a) Each of Gulliver Media and Cox TMI shall pay in proportion to its Percentage Interest: (i) all sales, use, transfer, excise, documentary or license Taxes or fees or any other charge (including filing fees) imposed by any Government Authority with respect to the Transactions, including, without limitation, the required filing fees pursuant to the HSR Act and any required filings or notifications under the Foreign Competitions Laws, (ii) all fees, costs and expenses of Company and its Subsidiaries incurred in connection with obtaining the Initial Financing, including, without limitation, all placement agent, commitment and similar fees, commissions and expenses and all fees and expenses of independent auditors to review or audit financial statements of the Business and any comfort or other procedures customary or reasonably necessary to complete the Initial Financing and (iii) all costs and (except as otherwise specifically provided in Section 5.3) expenses incurred in obtaining the Cox TMI Consents and the Gulliver Media Consents (other than costs and expenses relating to curing any default by any Travel Channel Entity under a Business Contract or Business Permit or by Gulliver Media under any agreement to which such Gulliver Media Consent relates, which, in each case, shall be borne by such defaulting party). Company shall pay, at Closing and thereafter, all fees, costs and expenses of Company and its Subsidiaries incurred in connection with obtaining the Subsequent Financing, including, without limitation, all placement agent and similar fees, commissions and expenses and all fees and expenses of independent auditors to review or audit financial statements of the Business and any comfort or other procedures customary or reasonably necessary to complete the Subsequent Financing.
Transfer Taxes Fees and Expenses. Cox and AT&T shall each respectively pay one-half of (i) all federal, state or local sales, use, transfer, excise, documentary or license Taxes or fees
Transfer Taxes Fees and Expenses. TCI or Cox, as applicable, in --------------------------------- its capacity as Transferor will be responsible for the payment of any federal, state or local sales, income, use, transfer, excise, documentary or license taxes or fees or any other charge (including filing fees) imposed by any Governmental Authority with respect to the transfer of its Assets pursuant to this Agreement. Except as otherwise provided in this Agreement, each party shall pay its own expenses incurred in connection with the authorization, preparation, execution and performance of this Agreement, including all fees and expenses of counsel, accountants, agents and other representatives.
Transfer Taxes Fees and Expenses. Transferor will be responsible for the payment of any federal, state or local sales, income, use, transfer, excise, documentary or license taxes or fees or any other charge (including filing fees) imposed by any Governmental Authority with respect to the transfer of Transferor's Assets to Transferee pursuant to this Agreement. Except as otherwise provided in this Agreement, each party shall pay its own expenses incurred in connection with the authorization, preparation, execution and performance of this Agreement, including all fees and expenses of counsel, accountants, agents and other representatives.
