Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Hewitt Associates Inc), Agreement and Plan of Merger (Apexigen, Inc.), Agreement and Plan of Merger (Pyxis Oncology, Inc.)
Transfer Taxes. All stock share transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be paid by either Merger Sub Parent or the Surviving CorporationCompany, and and, prior to the Effective Time, the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any applicable Tax Returns with respect to such Transfer Taxes.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (American International Group Inc), Agreement and Plan of Merger (Tower Group International, Ltd.), Agreement and Plan of Merger (OneBeacon Insurance Group, Ltd.)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, registration, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with arising out of or relating to this Agreement or the Transactions transactions contemplated hereby shall be paid borne by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 7 contracts
Samples: Amended and Restated Agreement and Plan of Merger (Alaska Communications Systems Group Inc), Agreement and Plan of Merger (Alaska Communications Systems Group Inc), Agreement and Plan of Merger (Alaska Communications Systems Group Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Cruzan International, Inc.), Agreement and Plan of Merger (Coast Hotels & Casinos Inc), Agreement and Plan of Merger (Accelrys, Inc.)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“"Transfer Taxes”") incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Synaptic Pharmaceutical Corp), Agreement and Plan of Merger (Boyd Gaming Corp), Stockholders Agreement (Boyd Gaming Corp)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”taxes) incurred in connection with the Transactions transactions contemplated hereby shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Speedway Motorsports Inc), Agreement and Plan of Merger (International Speedway Corp), Agreement and Plan of Merger (International Speedway Corp)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions Merger shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Bio Imaging Technologies Inc), Agreement and Plan of Merger (Kos Pharmaceuticals Inc), Agreement and Plan of Merger (Abbott Laboratories)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions Acquisition shall be paid by either Merger Sub or the Surviving CorporationCompany, and the Company Purchaser shall reasonably cooperate with Merger Sub and Parent the Company in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Metaldyne Corp), Preferred Stock Purchase Agreement (Metaldyne Corp), Preferred Stock Purchase Agreement (Metaldyne Corp)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving CorporationLLC, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Millstream Acquisition Corp), Agreement and Plan of Merger (RGGPLS Holding, Inc.), Agreement and Plan of Merger (GRH Holdings, L.L.C.)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with arising as a result of the Transactions shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Wesco International Inc), Agreement and Plan of Merger (Wesco International Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes taxes (including interest, penalties and additions to any such Taxes) (“"Transfer Taxes”") incurred in connection with the Transactions transactions contemplated by this Agreement shall be paid by either Parent and Merger Sub or the Surviving Corporation, and the Company shall cooperate with Parent and Merger Sub and Parent in preparing, executing and filing any Tax Returns returns with respect to such Transfer Taxes.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wilmar Industries Inc), Agreement and Plan of Merger (Wilmar Holdings Inc), Agreement and Plan of Merger (Waxman Industries Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with arising as a result of the Transactions shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Anixter International Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes taxes (including interest, penalties and additions to any such Taxestaxes) (“Transfer Taxes”) incurred in connection with the Transactions Merger shall be paid by either Merger Sub or by, and Parent shall cause such Transfer Taxes to be paid by, the Surviving Corporation, and the Company shall cooperate with Merger Sub Parent and Parent Purchaser in preparing, executing and filing any Tax Returns tax returns with respect to such Transfer Taxes.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (VCG Holding Corp), Agreement and Plan of Merger (VCG Holding Corp), Agreement and Plan of Merger (Lowrie Management LLLP)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions transactions contemplated by this Agreement, including the Merger (other than such Taxes required to be paid by reason of the payment of the Merger Consideration to a Person other than the holder of record of Common Shares with respect to which such payment is made), shall be borne and paid by either Merger Sub or the Surviving Corporation, and Corporation (regardless of the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to Person liable for such Transfer TaxesTaxes under Applicable Law).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CVS HEALTH Corp), Agreement and Plan of Merger (CVS HEALTH Corp), Agreement and Plan of Merger (Omnicare Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) taxes incurred in connection with the Transactions Merger shall be paid either by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns tax returns with respect to such Transfer Taxes.taxes. ARTICLE VII
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liberty Satellite & Technology Inc), Agreement and Plan of Merger (On Command Corp)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions contemplated by this Agreement shall be paid by either Parent, Opco, Merger Sub or the Surviving Corporation, and expressly shall not be a liability of the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxesstockholders of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Specialty Laboratories Inc), Agreement and Plan of Merger (Ameripath Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be paid by either Holdings, Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.. ARTICLE IX
Appears in 2 contracts
Samples: Subscription, Merger and Exchange Agreement (Specialty Laboratories Inc), Subscription, Merger and Exchange Agreement (Ameripath Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub Sub, Parent and U.S. Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stanley, Inc.), Agreement and Plan of Merger (Cgi Group Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions Acquisition shall be paid by either Merger Sub or the Surviving CorporationCompany, and the Company Purchasers shall reasonably cooperate with Merger Sub and Parent the Company in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Masco Corp /De/), Stock Purchase Agreement (Metaldyne Corp)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent Acquirer in preparing, executing and filing any Tax Returns returns with respect to such Transfer Taxes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Home Products International Inc), Agreement and Plan of Merger (Tennant James R)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“"Transfer Taxes”") incurred in connection with the Transactions Acquisition shall be paid by either Merger Sub or the Surviving CorporationCompany, and the Company Purchaser shall reasonably cooperate with Merger Sub and Parent the Company in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Credit Suisse/), Stock Purchase Agreement (Credit Suisse/)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“"Transfer Taxes”") incurred in connection with the Transactions shall be paid by either Merger Acquisition Sub or the Surviving Corporation, and the Company shall cooperate with Merger Acquisition Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metaldyne Corp), Amended And (Credit Suisse/)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving Corporation, ; and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Global Defense Technology & Systems, Inc.), Agreement and Plan of Merger (Ats Corp)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes imposed on Merger Sub, the Company or the Surviving Corporation (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SXC Health Solutions Corp.), Agreement and Plan of Merger (Catalyst Health Solutions, Inc.)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording recording, sales, use and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be equally paid by either Merger Sub or the Surviving CorporationCompany Shareholders, on the one hand, and the Parent, on the other hand, and, to the extent applicable, prior to the Effective Time, the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any applicable Tax Returns with respect to such Transfer Taxes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Golar LNG LTD), Agreement and Plan of Merger (New Fortress Energy Inc.)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be paid by either Merger Acquisition Sub or the Surviving Corporation, and the Company shall cooperate with Merger Acquisition Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metaldyne Corp), And Restated Agreement and Plan of Merger (Masco Corp /De/)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions transactions contemplated by this Agreement, including the Merger, the Subsequent Merger and the Share Issuance, shall be paid by either Merger Sub Sub, the Surviving Corporation or the Surviving CorporationCompany, and the Company shall cooperate with Merger Sub Sub, the Surviving Corporation, the Surviving Company and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Agl Resources Inc), Agreement and Plan of Merger (Nicor Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neulion, Inc.), Agreement and Plan of Merger (DreamWorks Animation SKG, Inc.)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving CorporationEntity (provided any such payments shall not be funded, directly or indirectly, by the Company), and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Homassist Corp), Agreement and Plan of Merger (Aml Communications Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“"Transfer Taxes”") incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Parent and Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Championship Auto Racing Teams Inc), Agreement and Plan of Merger (Championship Auto Racing Teams Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall transactions contemplated by this Agreement, including the Merger (other than such Taxes required to be paid by either reason of the payment of the Merger Sub or Consideration to a Person other than the Surviving Corporation, and holder of record of the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns Common Shares with respect to which such Transfer Taxespayment is made), shall be borne and paid by the Surviving Corporation (regardless of the Person liable for such Taxes under applicable Law).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Belo Corp), Agreement and Plan of Merger (Gannett Co Inc /De/)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“"Transfer Taxes”") incurred in connection with the Transactions transactions contemplated by this Agreement shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and timely filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Easylink Services Corp)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions transactions contemplated by this Agreement shall be paid by either Merger Sub Parent or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“"Transfer Taxes”") incurred in connection with the Transactions transactions contemplated by this Agreement shall be paid by either Merger Sub or the Surviving CorporationCompany, and the Company or Parent, as required, shall cooperate with Merger Sub prepare, execute and Parent in preparing, executing and filing file any Tax Returns returns with respect to such Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Newport News Shipbuilding Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions Transactions, including the Merger, shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub Sub, the Surviving Corporation and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Merger or the Transactions shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Imperial Industries Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions transactions contemplated by this Agreement shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cherokee International Corp)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“"Transfer Taxes”") incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving CorporationEntity (provided any such payments shall not be funded, directly or indirectly, by the Company or the Company Subsidiaries), and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Caesars Entertainment Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions Merger shall be paid by either Merger Sub or the Surviving Corporation, ; and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (99 Cents Only Stores)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“"Transfer Taxes”") incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving CorporationLLC, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Millstream Acquisition Corp)
Transfer Taxes. All stock transfer, real estate transfer, documentary, sales, use, real property, stamp, recording registration and other similar Taxes Taxes, fees and costs (including interest, any associated penalties and additions to any such Taxesinterest) (“Transfer Taxes”) incurred in connection with the Transactions Merger, if any, shall be paid by either Merger Sub or Parent when due, whether levied on Parent, the Company, the Surviving Corporation, and any Subsidiary of the Company shall cooperate with Merger Sub or any holder of Company Shares, and Parent in preparing, executing and filing any shall file all necessary Tax Returns and other documentation with respect to any such Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Valeant Pharmaceuticals International, Inc.)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving Corporation, and the LLC. The Company shall cooperate with Merger Sub and Parent the Buyer Parties in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving Corporation, and Corporation after the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer TaxesClosing.
Appears in 1 contract
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions transactions contemplated by this Agreement shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and timely filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Internet Commerce Corp)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“"Transfer Taxes”") incurred in connection with the Transactions transactions contemplated hereby shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and timely filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Transfer Taxes. All stock transfer, real estate transfer, documentary, sales, use, stamp, recording registration and other similar Taxes and fees (including interest, any associated penalties and additions to any such Taxesinterest) (“Transfer Taxes”) incurred in connection with the Transactions Merger, if any, shall be paid by either Merger Sub or Purchaser when due, whether levied on the Equityholders, Purchaser, the Company, the Surviving Corporation, any Subsidiary or any Eligible Holder, and the Company responsible party shall cooperate with Merger Sub and Parent in preparing, executing and filing any file all necessary Tax Returns and other documentation with respect to any such Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Compass Group Diversified Holdings LLC)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall will be paid by either Merger Sub or the Surviving Corporation, and the Company shall will cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sterling Chemicals Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving CorporationCorporation or Parent, as the case may be, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hill-Rom Holdings, Inc.)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (Taxes, including interest, penalties and additions to any such Taxes) Taxes (collectively “Transfer Taxes”) incurred in connection with the Transactions Merger and transaction contemplated hereby shall be paid by either Merger Sub or the Surviving Corporation, and the Corporation or Sub. The Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such the Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Apropos Technology Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions transactions contemplated by this Agreement shall be paid by either Parent, Merger Sub or the Surviving Corporation, and expressly shall not be a liability of the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxesstockholders of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pacific Ethanol, Inc.)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions transactions contemplated by this Agreement, including the Merger (other than such Taxes required to be paid by reason of the payment of the Merger Consideration to a Person other than the holder of record of the Common Shares with respect to which such payment is made), shall be borne and paid by either Merger Sub or the Surviving Corporation, and Corporation (regardless of the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to Person liable for such Transfer TaxesTaxes under Applicable Law).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fisher Communications Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“"Transfer Taxes”") incurred in connection with the Transactions Merger shall be paid by either Merger Sub or the Surviving Corporation, party incurring such Tax and the Company parties hereto shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns tax returns with respect to such Transfer Taxes.
Appears in 1 contract
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes imposed on Merger Sub, Merger LLC, the Company or the Surviving Corporation (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be paid by either any of Merger Sub Sub, Merger LLC or the Surviving Corporation, and the Company shall cooperate with Merger Sub Sub, Merger LLC and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Insurance Holdings Corp.)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes taxes (including interest, penalties and additions to any such Taxestaxes) (“"Transfer Taxes”") incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns tax returns with respect to such Transfer Taxes.
Appears in 1 contract
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions Merger shall be paid by either Merger Sub or the Surviving Corporation, and the Company and the Surviving Corporation shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ikon Office Solutions Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving CorporationCompany, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Share Exchange (Cap Rock Energy Corp)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“"Transfer Taxes”") incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Merger or the Transactions shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cambridge Display Technology, Inc.)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes taxes (including interest, penalties and additions to any such Taxestaxes) (“Transfer Taxes”) incurred in connection with the Transactions transactions contemplated by this Agreement shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns tax returns with respect to such Transfer Taxes, and the Surviving Corporation shall hold all other Persons and entities (including the Company prior to the Merger) harmless from and against any losses in connection with such Transfer Taxes.
Appears in 1 contract
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes taxes (including interest, penalties and additions to any such Taxestaxes) (“"Transfer Taxes”") incurred in connection with the Transactions transactions contemplated hereby shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns tax returns with respect to such Transfer Taxes.
Appears in 1 contract
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“"Transfer Taxes”") incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving CorporationEntity (provided any such payments shall not be funded, directly or indirectly, by the Company), and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with imposed on the Transactions shall be paid by either Merger Sub or the Surviving Corporation, and and, prior to the Effective Time, the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NGM Biopharmaceuticals Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allion Healthcare Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions transactions contemplated by this Agreement including the Merger shall be paid by either Merger Sub or the Surviving CorporationCompany, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Thompson Creek Metals CO Inc.)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving CorporationEntity (provided any such payments shall not be funded, directly or indirectly, by the Company or the Company Subsidiaries), and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harrahs Entertainment Inc)
Transfer Taxes. All stock transfer, real estate transfer, -------------- documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“"Transfer Taxes”") incurred in -------------- connection with the Transactions shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Willamette Industries Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving Corporationparty incurring such expenses, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Share Exchange (Semco Energy Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”“) incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving CorporationCompany, and the Company shall cooperate with Merger Sub and Parent Acquirer in preparing, executing and filing any Tax Returns returns with respect to such Transfer Taxes.
Appears in 1 contract
Samples: Acquisition Agreement (Home Products International Inc)
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“"Transfer Taxes”") incurred in connection with the Transactions transactions contemplated by this Agreement shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.
Appears in 1 contract
Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes taxes (including interest, penalties and additions to any such Taxestaxes) (“"Transfer Taxes”") incurred in connection with the Transactions Merger shall be paid by either Merger Sub or by, and Parent shall cause such Transfer Taxes to be paid by, the Surviving Corporation, and the Company shall cooperate with Merger Sub Parent and Parent Purchaser in preparing, executing and filing any Tax Returns tax returns with respect to such Transfer Taxes.
Appears in 1 contract
