Fees and Expenses; Transfer Taxes. (a) Except as set forth herein, whether or not the transactions contemplated hereby are consummated pursuant hereto, each party hereto shall pay all fees and expenses incurred by it or on its behalf in connection with this Agreement and the consummation of the transactions contemplated hereby.
Fees and Expenses; Transfer Taxes. Fees and expenses --------------------------------- incident to the negotiation, preparation and execution of this Agreement and the performance of the Contribution (including attorneys', accountants', financial advisors' and other advisors' fees and disbursements) shall be borne by the party incurring the expense.
Fees and Expenses; Transfer Taxes. (a) Except as otherwise provided in this Agreement, all fees and expenses, including fees and expenses of counsel, financial advisors, and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such fee or expense.
Fees and Expenses; Transfer Taxes. Except as otherwise agreed by the Parties, each Party will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. Any sales, use, stock transfer, real property transfer, real property gains, transfer, stamp, registration, documentary, recording or similar taxes together with any interest thereon, penalties, fines, fees, additions to tax or additional amounts with respect thereto arising out of the transactions contemplated hereby shall be borne equally by both Parties (and Purchaser shall prepare and file all necessary documentation and tax returns with respect to such taxes).
Fees and Expenses; Transfer Taxes. Subject to Sellers’ reimbursement obligations set forth in Section 9.2, Sellers and Buyers shall each be responsible for the costs and expenses of their respective legal counsel, advisors and other professionals employed by them in connection with the transactions contemplated by this Agreement. The Sellers and Buyers shall each be responsible for additional transaction costs and expenses as set forth on Schedule 10.1 attached hereto, including, without limitation, Transfer Taxes (which shall be paid by Sellers and Buyers in accordance with local custom for each Property in the jurisdiction where such Property is located, as shown in Schedule 10.1). The party required by applicable Law will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes, and if required by applicable Law, the other party will join in the execution of any such Tax Returns and other documentation (collectively, the “Transfer Tax Documentation”).
Fees and Expenses; Transfer Taxes. (a) Except as otherwise provided in this Agreement, the Sellers shall bear their own expenses and the expenses of their respective Affiliates and the Buyers shall bear their own expenses in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated by this Agreement. Each of the Sellers and the Buyers shall bear the fees and expenses of any broker or finder retained by such party or parties and its respective Affiliates in connection with the transactions contemplated herein.
Fees and Expenses; Transfer Taxes. (a) If the transactions contemplated hereby are consummated, each of the Company, Lily Pond, Harveys and HLVMC will pay its own fees and expenses incident to the negotiation, preparation and execution of this Agreement and the Transition Services Agreement, including attorneys', accountants' and other advisors' fees and the fees and expenses of any broker, finder or agent retained by such party in connection with the transactions contemplated by the Agreement and any expenses incurred by the Company in contemplation of the consummation of the Management Buyout (the "FEES AND EXPENSES") . If the transactions contemplated hereby are not consummated, Lily Pond will pay the Fees and Expenses of Lily Pond and the Company, and Harveys and HLVMC will pay the Fees and Expenses of Harveys and HLVMC; PROVIDED, if the transactions contemplated hereby are not consummated as a result of action or inaction by either Harveys or HLVMC of any provision contained in Article V, then Harveys and HLVMC shall be jointly and severally liable for the Fees and Expenses incurred by Lily Pond and the Company and if the transactions contemplated hereby are not consummated as a result of action or inaction by Lily Pond of any provision contained in Article V or, in the case of Section 5.7 only, Xxxxxx, then Lily Pond shall be liable for the Fees and Expenses incurred by Harveys, HLVMC and the Company.
Fees and Expenses; Transfer Taxes. All costs and expenses incurred in connection with this Agreement and the consummation of the Transactions shall be paid by the party incurring such expenses. All Transfer Taxes, if any, arising out of, in connection with or attributable to the transactions effected pursuant to this Agreement shall be borne by the Shareholder.
Fees and Expenses; Transfer Taxes. (a) Subject to Article II and Section 5.6, whether or not the transactions contemplated hereby are consummated pursuant hereto, each party hereto shall pay all fees and expenses incurred by it or on its behalf in connection with this Agreement, and the consummation of the transactions contemplated hereby.
Fees and Expenses; Transfer Taxes. (a) All fees and expenses incurred in connection with the transactions contemplated hereby, including all legal, accounting, financial advisory, consulting and all other fees and expenses of third parties incurred by a party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby, including, for the avoidance of doubt, any costs associated with the Parent Tail Policy, the Diffusion Tail Policy, the services of the Rights Agent pursuant to the CVR Agreement, any filings pursuant to the HSR Act and the fees, if any, of the Independent Accountant (collectively, the “Transaction Expenses”) shall be paid by the party incurring such Transaction Expenses if the Merger is not consummated, except as otherwise set forth in this Section 5.6; provided, however, that Parent or the Surviving Company will pay the Transaction Expenses of each party if the Merger is consummated. All applicable sales, use, transfer, stock transfer recording, documentary, deed, stamp and other similar taxes and fees, including any real property transfer or gains taxes (if any), and any deficiency, interest or penalty asserted with respect thereto (collectively, “Transfer Taxes”) shall be paid by Parent or the Surviving Company if the Merger is consummated. All necessary Tax Returns and other documentation with respect to Transfer Taxes will be prepared and filed, at Parent’s expense, by the party required to file such Tax Returns under applicable law and, if required by applicable law, the applicable non-filing parties will join in the execution of any such Tax Returns or other documentation.
