Certain Taxes and Expenses. Seller shall be responsible solely for the payment or discharge of all federal, state and local sales, use, transfer, real property transfer, documentary stamp, recording and other similar taxes with respect to the sale of the Acquired Assets. Whether or not the transactions contemplated by this Agreement are consummated, Seller and Purchaser shall each bear their respective investment banking, accounting, legal and other expenses incurred in connection with the transactions contemplated by this Agreement.
Certain Taxes and Expenses. (a) All sales, use, transfer, intangible, excise, documentary stamp, recording, gross income, gross receipts and other similar taxes or fees which may be due or payable in connection with the consummation of the transactions contemplated hereby shall be paid by the Sellers.
Certain Taxes and Expenses. (a) All sales, use, transfer, intangible, excise, documentary stamp, recording, gross income, gross receipts and other similar taxes or fees which may be due or payable in connection with the consummation of the transactions contemplated hereby shall be paid by the Seller.
Certain Taxes and Expenses. Citizens shall be solely responsible for all state and local sales, use, transfer, real property transfer and other similar taxes, fees and charges that are calculated based on the value of the Acquired Assets being transferred arising from and with respect to the sale and purchase of the Acquired Assets and Buyer shall be solely responsible for all transfer, registration, documentary stamp, recording and other similar fees and charges arising from and with respect to the transfer and recording of title documentation relating to the Acquired Assets. Parent shall be responsible for all costs and expenses relating to the assumption by or assignment to Parent or Buyer of the Assumed Indebtedness. Except as otherwise provided in this Agreement, each of the parties hereto shall each bear its respective accounting, legal and other expenses incurred in connection with the transactions contemplated by this Agreement.
Certain Taxes and Expenses. 52 7.2 Maintenance of Books and Records...................................52 7.3 Survival...........................................................52 7.4 Indemnification....................................................55 7.4.1 General Indemnification Obligations.........................55 7.4.2 General Indemnification Procedures..........................56 7.4.3 Indemnification for Negligence..............................59 7.5
Certain Taxes and Expenses. Except as set forth in Section 6.5, all foreign and domestic sales, use, value added (“VAT”), transfer, real property transfer, documentary, stamp, recording, acquisition and other similar taxes, including any interest, penalties and additions thereon (collectively, the “Transfer Taxes”), arising from and with respect to the sale and purchase of the Acquired Assets shall be borne or reimbursed, as the case may be, by Purchaser. Seller shall make due and timely payment of the Transfer Tax to the applicable Tax Authority on behalf of Purchaser (as applicable). Seller shall on the Closing Date issue an invoice (the “Closing Transfer Tax Invoice”) to Purchaser stating the amount of VAT payable by Purchaser (“VAT Payable”) and Purchaser shall pay such invoiced amount to Seller, to the extent Purchaser receives a refund of such amount from the applicable Tax Authorities, in immediately available funds within two days of the date on which Purchaser receives such refund of VAT. In the event that the Purchase Price is adjusted upward or downward after the Closing Date such that there is an increase (“VAT Increase”) or decrease (“VAT Decrease”) in the amount of VAT Payable under applicable Law from the amount stated in the Closing Transfer Tax Invoice (the amount of any such VAT Increase or VAT Decrease being referred to herein as a “Post-Closing VAT Adjustment”), Seller shall promptly (a) use its commercially reasonable efforts to obtain a refund from the applicable Tax Authorities in the amount of any VAT Decrease and (b) make due and timely payment to the applicable Tax Authorities of any VAT Increase. Promptly after any VAT Decrease, Seller shall issue an invoice (a “Post-Closing Transfer Tax Invoice”) to Purchaser stating the amount of the VAT Decrease and Seller shall pay the amount of such VAT Decrease to Purchaser, in immediately available funds within two days of the date on which Seller receives the refund of VAT for such VAT Decrease from the applicable Tax Authorities. Promptly after any VAT Increase, Seller shall issue a Post-Closing Transfer Tax Invoice to Purchaser stating the amount of the VAT Increase and Purchaser shall pay the amount of such Post-Closing Transfer Tax Invoice to Seller, to the extent Purchaser receives a refund of such VAT Increase amount from the applicable Tax Authorities, in immediately available funds within two days of the date on which Purchaser receives the refund of VAT for such invoiced amount from the applicable Tax Autho...
Certain Taxes and Expenses. 44 6.2. [Intentionally omitted.]..................................... 44 6.3. Maintenance of Books and Records............................. 44 6.4. Collection of Receivables.................................... 45 6.5.
Certain Taxes and Expenses. Buyer and Sellers shall share -------------------------- equally all state and local sales, use, transfer, real property transfer, documentary stamp, recording and other similar taxes arising from and with respect to the sale and purchase of the Acquired Assets. Whether or not the transactions contemplated by this Agreement are consummated, Sellers and Buyer shall bear their respective accounting, legal and other expenses incurred in connection with the transactions contemplated by this Agreement.
Certain Taxes and Expenses. (a) AVE and Purchaser shall each be responsible for one-half of all state and local sales, use, transfer, real property transfer, documentary stamp, recording and other similar taxes arising from and with respect to the sale and purchase of the Acquired Assets. Except as otherwise expressly provided in this Agreement, each of the parties hereto shall bear its respective accounting, legal and other expenses incurred in connection with the transactions contemplated by this Agreement.
Certain Taxes and Expenses. The Seller Parties, on the one hand, and Buyer and Parent, on the other hand shall be equally responsible for all state and local sales, use, transfer, real property transfer, documentary stamp, recording and other similar taxes arising from and with respect to the sale and purchase of the Acquired Assets. Except as otherwise provided in this Agreement, each of the parties hereto shall each bear its respective accounting, legal and other expenses incurred in connection with the transactions contemplated by this Agreement.
