Common use of Expenses; Taxes Clause in Contracts

Expenses; Taxes. DoveBid will pay the fees, expenses and --------------- disbursements of DoveBid and its agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments thereto, including all costs and expenses incurred in the performance and compliance with all conditions to be performed by DoveBid under this Agreement. Shareholder will pay its and the Company's respective fees, expenses and disbursements of counsel and accountants incurred in connection with the subject matter of this Agreement and any amendments thereto, including all costs and expenses incurred in the performance and compliance with all conditions to be performed by them under this Agreement. Any expenses of Shareholder and the Company not paid by Shareholder at or prior to the Closing shall be treated as Damages under Article VIII. Shareholder shall pay all Dutch sales, use, transfer, income, registration, real property transfer, recording, gains, stock transfer, capital and other similar taxes and fees ("Transfer Taxes") incurred in connection with the transactions contemplated by this Agreement. The Company shall file, and Shareholder shall cause the Company to file, all necessary documentation and tax returns with respect to such Transfer Taxes. In addition, Shareholder acknowledges that it, and not DoveBid or the Company, will pay all taxes due upon the receipt by Shareholder of each element of the Purchase Price pursuant to this Agreement.

Expenses; Taxes. DoveBid will pay the fees, expenses and --------------- disbursements of DoveBid and its agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments thereto, including all costs and expenses incurred in the performance and compliance with all conditions to be performed by DoveBid under this Agreement. Shareholder The Shareholders will pay its their and the Company's respective fees, expenses and disbursements of counsel and accountants incurred in connection with the subject matter of this Agreement and any amendments theretothereto incurred prior to the Closing, including all costs and expenses incurred in the performance and compliance with all conditions to be performed by them under this Agreement. Any expenses of Shareholder the Shareholders and the Company not paid by Shareholder the Shareholders at or prior to the Closing shall be treated as Damages under Article VIII. Shareholder The Shareholders and DoveBid shall jointly pay all Dutch sales, use, transfer, income, registration, real property transfer, recording, gains, stock transfer, capital transfer and other similar taxes and fees ("Transfer Taxes") incurred in connection with the transactions contemplated by this AgreementAgreement (excluding the Permitted Asset Transfers) it being acknowledged by the parties that the Shareholders are solely responsible for all income, gains and other similar taxes and fees incurred in connection with the transactions contemplated by this Agreement (including any and all taxes related to the Permitted Asset Transfers). The Company shall file, and Shareholder the Shareholders shall cause the Company to file, all necessary documentation and tax returns with respect to such Transfer Taxes. In addition, Shareholder acknowledges the Shareholders acknowledge that itthey, and not DoveBid or the Company, will be solely responsible for and will pay all taxes due upon the receipt by Shareholder the Shareholders of each element of the Purchase Price and the Tax Payment pursuant to this AgreementAgreement and any taxes incurred or due in connection with the Permitted Asset Transfers.

Expenses; Taxes. The DoveBid Companies will pay the fees, expenses --------------- and --------------- disbursements of the DoveBid Companies and its their agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments thereto, including all costs and expenses incurred in the performance and compliance with all conditions to be performed by the DoveBid Companies under this Agreement. Shareholder The Shareholders will pay its their and the Company's Companies' respective fees, expenses and disbursements of counsel and accountants incurred in connection with the subject matter of this Agreement and any amendments thereto, including all costs and expenses incurred in the performance and compliance with all conditions to be performed by them under this Agreement. Any expenses of Shareholder the Shareholders and the Company Companies not paid by Shareholder the Shareholders at or prior to the Closing shall be treated as Damages under Article VIIIVIII and shall not be subject to the limitations on liability and "basket" provisions set forth in Section 8.4. Shareholder The Shareholders shall pay all Dutch sales, use, transfer, income, registration, real property transfer, recording, gains, stock transfer, capital transfer and other similar taxes and fees ("Transfer Taxes") incurred in connection with the transactions contemplated by this Agreement. The Company Companies shall file, and Shareholder the Shareholders shall cause the Company Companies to file, all necessary documentation and tax returns with respect to such Transfer Taxes. In addition, Shareholder acknowledges the Shareholders acknowledge that itthey, and not the DoveBid Companies or the CompanyCompanies, will pay all taxes due upon the receipt by Shareholder the Shareholders of each element of the Purchase Price pursuant to this Agreement.

Expenses; Taxes. DoveBid Whether or not the transactions herein contemplated shall be consummated (except as otherwise provided in Section 12.2), (a) each of Buckeye and the Acquisition Sub will pay the their respective fees, expenses and --------------- disbursements of DoveBid and its agents, representatives, accountants and counsel (including without limitation attorneys’ fees) incurred in connection with the subject matter of this Agreement and any amendments theretoAgreement, including all costs and expenses incurred in the performance and compliance with all conditions to be performed by DoveBid such corporation under this Agreement. Shareholder Agreement and (b) the Stockholders will pay its and the Company's respective fees, expenses and disbursements (including without limitation attorneys’ fees) incurred by any of counsel and accountants incurred them or the Company in connection with the subject matter of this Agreement and any amendments theretoAgreement, including all costs and expenses incurred in the performance and compliance with all conditions to be performed by them under this Agreement. Any expenses of Shareholder the Stockholders and the Company under this Agreement (i.e., the Company will not bear any fees, expenses or disbursements incurred by the Stockholders or the Company in connection with the subject matter of this Agreement) ; provided, however, that if the Company has already paid, or Buckeye permits the Surviving Corporation to pay, any such fees, expenses or disbursements required to be paid by Shareholder the Stockholders pursuant to this Section, the obligation of the Stockholders to reimburse the Company may be recorded as, and shall be, a receivable evidencing a joint and several obligation of the Stockholders to be paid upon demand of Buckeye or Surviving Corporation or, at the election of Buckeye, offset or prior deducted against any amounts owed to any of the Closing shall be treated as Damages under Article VIIIStockholders. Shareholder The Stockholders shall pay all Dutch sales, use, transfer, income, registration, real property transfer, recording, gains, stock transfer, capital transfer and other similar taxes and fees ("“Transfer Taxes"”) incurred imposed in connection with the transactions contemplated by this AgreementMerger. The Company Each Stockholder shall file, and Shareholder shall or cause the Company to filebe filed, all necessary documentation and tax returns Returns with respect to such Transfer Taxes. In addition, Shareholder each Stockholder acknowledges that ithe, and not DoveBid the Company, Buckeye or the CompanyAcquisition Sub, will pay all taxes due upon the receipt by Shareholder of each element of the Purchase Price consideration payable pursuant to this AgreementSection 2.4, and will assume all tax risks and liabilities in connection with the transactions contemplated hereby.