Bulk Sales and Retail Sales Tax Waiver Sample Clauses

Bulk Sales and Retail Sales Tax Waiver. In respect of the purchase and sale of the Purchased Assets under this Agreement, the parties will not be required to comply, with the requirements of (a) any Bulk Sales Laws or (b) Section 6 of the Retail Sales Tax Act (Ontario) and any equivalent or corresponding provisions under any other applicable Laws; provided, however, the foregoing shall not affect the obligations of Seller in Section 8.2(a)(ii).
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Bulk Sales and Retail Sales Tax Waiver. In respect of the purchase and sale of the Purchased Assets under this Agreement, the Transferee shall not require the Transferor or its Affiliates to comply, or to assist the Transferee to comply, with the requirements of (a) the Bulk Sales Act (Ontario) or (b) section 6 of the Retail Sales Tax Act (Ontario) and any equivalent or corresponding provisions under any other applicable legislation in any other jurisdiction. Notwithstanding the foregoing, the Transferor shall indemnify and save harmless the Transferee from and against all Claims which may be made or brought against the Transferee, or which it may suffer or incur arising out of such non-compliance other than Claims relating to the Assumed Liabilities.
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Bulk Sales and Retail Sales Tax Waiver. In respect of the transactions contemplated by this Agreement, Target Canada and the applicable Designee or Designees shall not require Zellers to comply, or to assist Target Canada or the applicable Designee or Designees to comply, with the requirements of (a) the Bulk Sales Act (Ontario), if applicable, or (b) section 6 of the Retail Sales Tax Act (Ontario) or any equivalent or corresponding provisions under any other applicable legislation. Notwithstanding the foregoing, Zellers shall indemnify and save harmless Target, Target Canada and the applicable Designee or Designees and their respective directors, officers, employees, agents and shareholders, on an after-Tax basis, from and against, and will pay for, all Damages suffered by, imposed upon or asserted against any of them as a result of, in respect of, connected with, or arising out of, under or pursuant to such non-compliance.
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Bulk Sales and Retail Sales Tax Waiver. In respect of the purchase and sale of the Purchased Assets under this Agreement, Canadian Purchaser shall not require Asset Seller to comply, or to assist Canadian Purchaser in complying, with the requirements of (i) the Bulk Sales Act (Ontario) and any other applicable Canadian provincial or territorial bulk sales legislation or (ii) Section 6 of the Retail Sales Tax Act (Ontario) and any equivalent or corresponding provision under any other applicable Canadian provincial or territorial tax legislation. After Closing, Asset Seller shall pay its creditors as its debts to them become due and take all action necessary to prevent any such creditor from asserting any claim against the Purchaser Group or the Purchased Assets under any such legislation for relief provided therein as a result of such non‑compliance.
Sample 1
Bulk Sales and Retail Sales Tax Waiver. In respect of the purchase and sale of the Purchased Assets under this Agreement, the Purchaser shall not require the Vendor to comply, or to assist the Purchaser to comply, with the requirements of (a) the Bulk Sales Act (Ontario) or (b) section 6 of the Retail Sales Tax Act (Ontario) and any equivalent or corresponding provisions under any other applicable legislation. Notwithstanding the foregoing, the Vendor shall indemnify and save harmless the Purchaser Indemnified Parties from and against all Claims which may be made or brought against any of them, or which they may suffer or incur arising out of such non-compliance other than Claims relating to the Obligations.
Sample 1

Related to Bulk Sales and Retail Sales Tax Waiver

  • Bulk Sales Waiver Buyer hereby waives compliance with all applicable bulk sales Laws.

  • Sales Tax Should any sales and/or use tax be imposed on any part of this transaction, said tax shall be collected from Purchaser and remitted by Seller. It is also understood that Purchaser will become responsible for any use, ad valorem and/or other taxes on its ownership of the Ownership Interests in the Asset with respect to periods after delivery of the Ownership Interests to Purchaser.

  • Bulk Sales Compliance The Buyer hereby waives compliance by the Seller with the provisions of the "bulk sales laws" of any state which may be applicable to the transactions contemplated hereby; provided, however, that the Seller shall indemnify the Buyer in connection with such noncompliance to the extent provided in Article 6 hereof.

  • Sales Taxes The Seller shall bear and pay, and shall reimburse the Purchaser and the Purchaser’s affiliates for, any sales taxes, use taxes, transfer taxes, documentary charges, recording fees or similar taxes, charges, fees or expenses that may become payable in connection with the sale of the Assets to the Purchaser or in connection with any of the other Transactions.

  • Bulk Sales The execution, delivery and performance of this Agreement do not require compliance with any “bulk sales” act or similar law by the Servicer.

  • Sales and Transfer Taxes Seller and Purchaser shall be equally responsible for the payment of all transfer, recording, documentary, stamp, sales, use (including all bulk sales Taxes) and other similar Taxes and fees (collectively, the “Transfer Taxes”), that are payable or that arise as a result of the P&A Transaction, when due. Seller shall file any Tax Return that is required to be filed in respect of Transfer Taxes described in this Section 8.3 when due, and Purchaser shall cooperate with respect thereto as necessary.

  • Bulk Sales Act No transaction contemplated by this Agreement requires compliance by it with any bulk sales act or similar law.

  • Institutional and Retail Sales You authorize the Manager to sell to institutions and retail purchasers such Securities purchased by you pursuant to the Underwriting Agreement as the Manager will determine. The Selling Concession on any such sales will be credited to the accounts of the Underwriters as the Manager will determine.

  • Goods and Services Tax (a) Subject to clause 13.3(b), all amounts referred to in this agreement which are relevant in determining a payment to be made by one party to another are exclusive of GST unless specifically indicated otherwise.

  • Sales and Use Taxes Professional Business Manager and the Practice acknowledge and agree that to the extent that any of the services to be provided by Professional Business Manager hereunder may be subject to any state sales and use taxes, Professional Business Manager may have a legal obligation to collect such taxes from the Practice and to remit the same to the appropriate tax collection authorities. The Practice agrees to have applicable state sales and use taxes attributable to the services to be provided by Professional Business Manager hereunder treated as an Office Expense.

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