Common use of State Qualification Clause in Contracts

State Qualification. Seller shall promptly pay all costs, fees, charges, taxes and other expenses (including, without limitation, attorneys' fees and expenses) (collectively, "Qualification Costs") incurred by the Company and/or Purchaser after the Closing in connection with efforts to qualify the Company to conduct business as a foreign corporation in good standing under the laws of the States of Illinois and Kentucky. This covenant to pay such Qualification Costs shall be in addition to any indemnification or other promise to pay such Qualification Costs by Seller, and shall not be affected by any disclosure to Purchaser (or Purchaser's knowledge) of the existence of such potential payments for such Qualification Costs.