Exemption from Transfer Taxes. Pursuant to section 1146(a) of the Bankruptcy Code, any transfers (whether from a Debtor to a Reorganized Debtor or to any other Person) of property under the Plan or pursuant to: # the issuance, distribution, transfer, or exchange of any debt, equity security, or other interest in the Debtors or the Reorganized Debtors; # the Restructuring Transactions; # the creation, modification, consolidation, termination, refinancing, and/or recording of any mortgage, deed of trust, or other security interest, or the securing of additional indebtedness by such or other means; # the making, assignment, or recording of any lease or sublease; # the grant of collateral as security for any or all of the New Term Loan A Facility and the New Term Loan B Facility; or # the making, delivery, or recording of any deed or other instrument of transfer under, in furtherance of, or in connection with, the Plan, including any deeds, bills of sale, assignments, or other instrument of transfer executed in connection with any transaction arising out of, contemplated by, or in any way related to the Plan, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, regulatory filing or recording fee, or other similar tax or governmental assessment to the fullest extent contemplated by section 1146(a) of the Bankruptcy Code, and upon entry of the Confirmation Order, the appropriate state or local governmental officials or agents shall forego the collection of any such tax or governmental assessment and accept for filing and recordation of any of the foregoing instruments or other documents without the payment of any such tax, recordation fee, or governmental assessment.

Transfer Taxes and Other Costs. The payment of all state, local and municipal transfer taxes and documentary stamp charges (if any) arising from the sale of the Property and the recordation of the Deed shall be paid by Seller. Seller shall pay all of the Deed recording charges and all costs in connection with Expansion Permits and Approvals. Buyer shall pay the cost of any title endorsements selected by Buyer. Seller shall pay all costs and expenses in connection with termination of the Management Agreement. Buyer and Seller shall each pay one half of all applicable closing fees (including, without limitation, such fees imposed by the Title Company). Seller shall # pay all sales taxes and other taxes respecting the Property and/or the Seller incurred or imposed in connection with any period during Seller’s ownership of the Property and # indemnify, hold harmless and defend Buyer (using counsel selected by Buyer) against all claims, losses, costs, demands and liabilities in connection with the foregoing Paragraph 10(a). Notwithstanding the foregoing, the indemnity provided under the foregoing Paragraph 10(b) shall not pertain to sales tax liabilities of Seller in the event that the New York State Department of Tax and Finance issues a sales tax release on Form AU-197.1 in response to the submission of Form AU-196.10 under Section 8(c) hereof. Buyer shall pay all survey costs and the cost of a base owner’s title policy. In the event that Buyer elects to allocate a portion of the Purchase Price to the Personalty, Buyer shall pay any sales tax triggered by Buyer’s acquisition of the Personalty at Closing. Each party shall pay its own legal fees.

Transfer Taxes, Fees and Expenses. Seller shall be responsible for and pay any and all excise, sales, value added, use, registration, stamp, recording, documentary, property, transfer and similar taxes, levies, charges and fees incurred in connection with the transactions contemplated hereby (collectively, “Transfer Taxes”).

Transfer. Assignor by these presents does hereby GRANT, CONVEY, BARGAIN, SELL, TRANSFER, ASSIGN, SET-OVER and DELIVER unto Assignee, all of Assignor's rights, titles, interests and privileges in and to the Assigned Contracts.

Transfer. If the "Terminated Employer" selects this option, the Administrator shall transfer (in accordance with the rules of Code §414(l) and the provisions of Section 8.3) the Accounts of the Employees of the "Terminated Employer" to a qualified pla n the "Terminated Employer" maintains. To exercise this option, the "Terminated Employer" must deliver to the "lead Employer"

Transfer. Transfer of employment from Verizon to a Related Company, from a Related Company to Verizon, or from one Related Company to another Related Company shall not constitute a separation from employment hereunder, and service with a Related Company shall be treated as service with the Company for purposes of the continuous employment requirement in paragraph 5(a). If the Participant transfers employment pursuant to this paragraph 5(b), the Participant will still be required to satisfy the definition of “Retire” under paragraph 7 of this Agreement in order to be eligible for the accelerated vesting provisions in connection with a retirement.

Transfer. The Holder may not transfer this Note except in connection with a sale of substantially all of the Holder's assets or a liquidation and dissolution of Holder.

TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent thereto. Any transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant and the Securities Purchase Agreement.

Taxes. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes. Notwithstanding the foregoing, and except as otherwise specifically provided elsewhere in this Agreement, Employee is solely responsible and liable for the satisfaction of any federal, state, province or local taxes that may arise with respect to this Agreement (including any taxes and interest arising under Section 409A of the Code). Neither [[Company:Organization]] nor any of its employees, directors, or service providers shall have any obligation whatsoever to pay such taxes or interest, to prevent Employee from incurring them, or to mitigate or protect Employee from any such tax or interest liabilities. Notwithstanding anything in this Agreement to the contrary, if any amounts that become due under this Agreement on account of Employee’s termination of employment constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, payment of such amounts shall not commence until Employee incurs a Separation from Service. If, at the time of Employee’s Separation from Service under this Agreement, Employee is a “specified employee” (within the meaning of Section 409A of the Code), any amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that become payable to Employee on account of Employee’s Separation from Service (including any amounts payable pursuant to the preceding sentence) will not be paid until after the end of the sixth calendar month beginning after Employee’s Separation from Service (“[[Unknown Identifier]] Suspension Period”). Within 14 calendar days after the end of the [[Unknown Identifier]] Suspension Period, Employee shall be paid a lump sum payment, without interest, in cash equal to any payments delayed because of the preceding sentence. Thereafter, Employee shall receive any remaining benefits as if there had not been an earlier delay. With respect to the reimbursement of expenses to which Employee is entitled under this Agreement, if any, or the provision of in-kind benefits to Employee as specified under this Agreement, if any, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: # the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code, solely to the extent that the arrangement provides for a limit on the amount of expenses that may be reimbursed under such arrangement over some or all of the period in which the reimbursement arrangement remains in effect; # the reimbursement of an eligible expense shall be made no later than the end of the calendar year after the calendar year in which such expense was incurred; # the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and # the right to reimbursement or provision of in-kind benefits shall not apply to any expenses incurred or benefits to be provided beyond the last day of the second taxable year following the year in which Employee's Separation from Service occurred.

Taxes. Except as set forth on [Schedule 3.11].