Common use of Expenses, Taxes, Etc Clause in Contracts

Expenses, Taxes, Etc. Except as otherwise provided herein or in any Ancillary Agreement, in the event that the Closing occurs, Newco shall pay all reasonable fees and expenses incurred by each party hereto in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby. Except as otherwise provided herein or in any Ancillary Agreement, in the event that the Closing does not occur, each party shall pay all such fees and expenses incurred by it in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby; PROVIDED, HOWEVER, that (a) the filing fee in connection with the HSR Act filing, (b) the filing fee in connection with the filing of the Form S-4 or Proxy Statement/Prospectus with the SEC, (c) the expenses incurred in connection with printing and mailing the Form S-4 and the Proxy Statement/Prospectus and (d) all sales, use, documentary, stamp and excise Taxes and all transfer, filing, recordation and similar Taxes and fees (including all real estate transfer Taxes and conveyance and recording fees, if any) incurred by any party or the WP Entities in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby will be borne equally by Xxxxxxx, on the one hand, and the WP Partners, on the other hand.