Liability for Transfer Taxes. The Stockholder agrees to indemnify the Company for any Incremental Transfer Taxes incurred as a result of any direct or indirect transfers of the Company Shares received in connection with the transactions contemplated hereby, or interests therein (other than the receipt of the Merger Consideration by the Stockholder pursuant to the Merger Agreement) within two years after the IPO Closing Date; provided that such Company Shares shall be the Company’s sole recourse with respect to such indemnification obligation. The Stockholder hereby grants a security interest in 50% of its Company Shares received in the Merger to the Company and hereby irrevocably appoints the Company, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Company. The security interest granted pursuant to this Section 6.05 shall attach to the Company Shares that are not included in the Indemnity Holdback Amount. The Company agrees that the security interest in the Company Shares received by the Stockholder in the Merger may be released, or collateral may be substituted, in accordance with the terms of the Escrow Agreement.
Liability for Transfer Taxes. Buyer shall be responsible for the payment of all Transfer Taxes, if any, that arise by reason of the consummation of the transactions contemplated by this Agreement. Buyer shall pay or cause to be paid, when due, to the appropriate taxing authorities all such Transfer Taxes and shall send to Seller a statement confirming such payment, which shall be accompanied by proof of Buyer’s actual payment of such Transfer Taxes.
Liability for Transfer Taxes. The Company shall be responsible for and pay in a timely manner all sales, use, value added, documentary, stamp, gross receipts, registration, transfer, conveyance, excise, recording, license and other similar taxes and fees (“Transfer Taxes”), arising out of or in connection with or attributable to the transactions effected pursuant to this Agreement. Each party hereto shall prepare and timely file all Tax Returns required to be filed in respect of Transfer Taxes that are the primary responsibility of such party under applicable law; provided, however, that such party’s preparation of any such Tax Returns shall be subject to the other party’s approval, which approval shall not be withheld or delayed unreasonably.
Liability for Transfer Taxes. The Contributor agrees to indemnify the Operating Partnership and the Company for any Incremental Transfer Taxes incurred as a result of any direct or indirect transfers of the Consideration or interests therein within two years after the IPO Closing Date; provided that the Consideration shall be the Operating Partnership’s and the Company’s sole recourse with respect to such indemnification obligation. In order to secure such indemnification obligation, the Contributor hereby grants security interests in (i) 50% of the Unit Consideration to the Operating Partnership and hereby irrevocably appoints the Operating Partnership, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Operating Partnership and (ii) 50% of the Share Consideration to the Company and hereby irrevocably appoints the Company, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Company.
Liability for Transfer Taxes. Buyer and Seller shall each be responsible for and pay in a timely manner 50% of all sales (including, without limitation, bulk sales), use, value added, documentary, stamp, gross receipts, registration, transfer, conveyance, excise, recording, license and other similar Taxes and fees ("Transfer Taxes"), arising out of or in connection with or attributable to the transactions effected pursuant to this Agreement. Each party hereto shall prepare and timely file all Tax Returns required to be filed in respect of Transfer Taxes (including, without limitation, all notices required to be given with respect to bulk sales taxes) that are the primary responsibility of such party under applicable law; provided, however, that such party's preparation of any such Tax Returns shall be subject to the other party's approval, which approval shall not be withheld or delayed unreasonably.
Liability for Transfer Taxes. 53 EXHIBITS EXHIBIT A Form of Cross-License Agreement EXHIBIT B Form of Technology License Agreement EXHIBIT C Form of Trademark License Agreement EXHIBIT D Form of Supply Agreement SCHEDULES SCHEDULE 1.2 Excluded Assets SCHEDULE 2.4(a) Retention Incentive Agreements SCHEDULE 3.2(b) Qualification to Do Business; Good Standing SCHEDULE 3.3 Conflicts SCHEDULE 3.4 September Balance Sheet SCHEDULE 3.5 Undisclosed Liabilities SCHEDULE 3.6(a) Contested Taxes SCHEDULE 3.7 Absence of Changes SCHEDULE 3.8 Litigation SCHEDULE 3.9(a) Compliance with Laws SCHEDULE 3.9(b) Governmental Approvals and other Consents SCHEDULE 3.9(c) Government Contracts SCHEDULE 3.10 Asset Exceptions SCHEDULE 3.11(a) Contracts SCHEDULE 3.11(c) Defaults and Consents under Contracts SCHEDULE 3.13 Inventory Exceptions SCHEDULE 3.15 Product Warranties SCHEDULE 3.16(a) Owned Intellectual Property SCHEDULE 3.16(b) Intellectual Property Licensing Arrangements SCHEDULE 3.16(c) Infringement by Third Parties SCHEDULE 3.16(d) Claims by Third Parties SCHEDULE 3.17 Insurance SCHEDULE 3.18(a) Owned Real Property SCHEDULE 3.18(b) Leases SCHEDULE 3.19(a) Environmental Matters SCHEDULE 3.21(a) Employee Benefit Plans SCHEDULE 3.23 Suppliers and Customers SCHEDULE 3.24 Backlog SCHEDULE 4.2 Governmental Approvals and other Consents SCHEDULE 5.2(e) Letters of Credit; Performance and Surety Bonds SCHEDULE 5.2(f) Severance Agreements SCHEDULE 6.2(c) Consents ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated as of December 19, 1997, between L-3 Communications Corporation, a Delaware corporation (the "Buyer"), and California Microwave, Inc., a Delaware corporation (the "Seller").
Liability for Transfer Taxes. Each of Buyer and Seller shall be responsible for one-half of all sales (including bulk sales, if applicable), use, value added, documentary, stamp, gross receipts, registration, transfer, conveyance, excise, recording, license, notary and other similar Taxes, levies, charges and fees, including all interest and penalties thereon and additions thereto, whether disputed or not (“Transfer Taxes”), arising out of or in connection with or attributable to the transactions effected pursuant to this Agreement. The Party required by Law to file all necessary Tax Returns relating to such Transfer Taxes shall prepare and file such Tax Returns, and Buyer and Seller shall each, and shall each cause their Affiliates to, cooperate to minimize the incurrence of any such Transfer Taxes, and with respect to any such Transfer Taxes due, in the timely preparation and filing of, and join in the execution of, any such Tax Returns.
Liability for Transfer Taxes. Each Company shall be responsible for the timely payment of, and shall indemnify and hold harmless SunTrust against, all sales, use, value added, documentary, stamp, gross receipts, registration, transfer, conveyance, license and other similar taxes, assessments and fees, arising out of or attributable to the Transactions; provided, however, that SunTrust shall be responsible for payment of its own state and federal income taxes and franchise taxes that are in the nature of income taxes.
Liability for Transfer Taxes. Seller hereby agrees to be responsible for the timely payment of, and shall indemnify and hold harmless Purchaser from and against, all sales (including, without limitation, bulk sales), use, value added, documentary, stamp, gross receipts, registration, transfer, conveyance, excise and other similar taxes and fees (collectively, “Transfer Taxes”), arising out of or in connection with or attributable to the transactions effected pursuant to this Agreement. Seller shall prepare and timely file all tax returns required to be filed with respect to all Transfer Taxes, if any (including, without limitation, all notices required to be given with respect to bulk sales taxes), provided that Purchaser shall be permitted to prepare any such tax returns that are the primary responsibility of Purchaser under applicable law. Purchaser’s preparation of any such tax returns shall be subject to Seller’s approval, which approval shall not be unreasonably withheld. Purchaser agrees to execute and deliver to Seller a resale certificate in form and substance reasonably satisfactory to Seller’s counsel.
Liability for Transfer Taxes. The Contributor agrees to indemnify the Operating Partnership for any Incremental Transfer Taxes incurred as a result of any direct or indirect transfers of the Unit Consideration or interests therein (other than distributions of the Unit Consideration to the Contributor’s partners) within two years after the IPO Closing Date; provided that the Unit Consideration shall be the Operating Partnership’s sole recourse with respect to such indemnification obligation. The Contributor hereby grants a security interest in 50% of the Unit Consideration to the Operating Partnership and hereby irrevocably appoints the Operating Partnership, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Operating Partnership. The security interest granted pursuant to this Section 6.03 shall attach to OP Units that are not included in the Indemnity Holdback Amount. The Contributor agrees that a pro rata portion of the Unit Consideration subject to such security interest will be distributed to each of its partners (i.e., approximately 50% of the Unit Consideration distributed to each partner will be subject to such security interest). The Operating Partnership agrees that, from and after the date on which a partner of the Contributor receives a distribution of the Unit Consideration and acknowledges such partner’s obligation to indemnify the Operating Partnership for any Incremental Transfer Taxes incurred as a result of such partner’s direct or indirect transfer of the Unit Consideration or interests therein within two years after the IPO Closing Date, the security interest with respect to such partner’s Unit Consideration granted pursuant to this Section 6.03 shall secure such partner’s indemnification obligation. The Operating Partnership agrees that the security interest in the Unit Consideration distributed to a partner of the Contributor may be released, or collateral may be substituted, in accordance with the terms of the Escrow Agreement.
