Common use of Expenses of Sale Clause in Contracts

Expenses of Sale. Except as otherwise provided herein, each party shall bear its own and the New Century Shareholders, and the Company shall bear its own and Sub's direct and indirect expenses incurred in connection with the negotiation and preparation of this Agreement and the consummation and performance of the Transaction. Without limitation, such expenses shall include the fees and expenses of all attorneys, brokers, investment bankers, accountants, agents and finders and other professionals incurred in connection herewith, acting on behalf of such party. The parties shall indemnify each other against any claims, costs, losses, expenses or liabilities arising from any claim or commissions, finder's fees or other compensation in connection with the Transaction which may be asserted by any person based on any agreement or arrangement for payment by the other party. Notwithstanding the foregoing, in the event that the Closing has occurred, the Company shall be responsible for the legal fees of each of Xxxxxxx, Xxxxxxxx, Xxxx, Xxxxxxxx & Xxxxxxxx and Xxxx & Xxxx LLP in connection with this Agreement together with the schedules and exhibits hereto.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Duquette David), Agreement and Plan of Merger (Internetmercado Com Inc), Agreement and Plan of Merger (Czikmantori Josef)

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Expenses of Sale. Except as otherwise provided herein, each party shall bear its own and the New Century Shareholders, JSA Shareholders and the Company shall bear its own and Sub's direct and indirect expenses incurred in connection with the negotiation and preparation of this Agreement and the consummation and performance of the Transaction. Without limitation, such expenses shall include the fees and expenses of all attorneys, brokers, investment bankers, accountants, agents and finders and other professionals incurred in connection herewith, acting on behalf of such party. The parties shall indemnify each other against any claims, costs, losses, expenses or liabilities arising from any claim or commissions, finder's fees or other compensation in connection with the Transaction which may be asserted by any person based on any agreement or arrangement for payment by the other party. Notwithstanding the foregoing, in the event that the Closing has occurred, (a) the Company shall be responsible for the payment of the accounting (including cost of any review and audit) and legal fees and costs of the JSA Shareholders in connection with the Transaction, and (b) the Company shall be responsible for the legal fees of each of Xxxxxxx, Xxxxxxxx, Xxxx, Xxxxxxxx & Xxxxxxxx and Xxxx & Xxxx LLP in connection with the Private Placement and this Agreement together with the schedules and exhibits hereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Numex Corp)

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