Common use of Certain Taxes Clause in Contracts

Certain Taxes. All transfer, documentary, sales, use, stamp, ------------- registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any New York State Gains Tax, New York City Transfer Tax and any similar tax imposed in other states or subdivisions), shall be paid by Sellers when due, and Seller will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Buyer will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Intellisys Group Inc), Stock Purchase Agreement (Intellisys Group Inc)

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Certain Taxes. All transfer, documentary, sales, use, stamp, ------------- registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any New York State Gains Tax, New York City Transfer Tax and any similar tax imposed in other states or subdivisions), shall be paid by Sellers the Buyer when due, and Seller the Buyer will, at their its own expense, file all necessary Tax Returns returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Buyer the Seller will, and will cause its affiliates Affiliates to, join in the execution of any such Tax Returns returns and other documentation.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Curtice Burns Foods Inc), Stock Purchase Agreement (Dean Foods Co)

Certain Taxes. All transfer, documentary, sales, use, stamp, ------------- registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any New York State Gains Real Estate Transfer Tax, New York City Transfer Tax and any similar tax imposed in other states or subdivisions), shall be paid by Sellers Transferor when due, and Seller Transferor will, at their its own expense, file all necessary Tax Returns returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, stamp registration and other Taxes and fees, and, if required by applicable law, Buyer Transferee will, and will cause its affiliates Affiliates to, join in the execution of any such Tax Returns returns and other documentation.

Appears in 2 contracts

Samples: Contribution Agreement (Revlon Consumer Products Corp), Contribution Agreement (Cosmetic Center Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, ------------- registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any New York State Gains Tax, New York City Transfer Tax and any similar tax imposed in other states or subdivisions), shall be paid by Sellers the Members when due, and Seller the Members will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Buyer I-trax will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Contribution and Exchange Agreement (I Trax Com Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, ------------- registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any New York State Gains Tax, New York City Transfer Tax and any similar tax imposed in other states or subdivisions), shall be paid one-half by Sellers when duethe Parent and Seller and one-half by the Buyer, and the Parent and Seller will, at their own expense, will file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Buyer will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation. Buyer will reimburse the Parent and the Seller for one-half of all reasonable out-of-pocket costs incurred in connection with filing any such Tax Returns and any such other documentation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aramark Corp/De)

Certain Taxes. All transfer, documentary, sales, use, stamp, ------------- registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any New York State Gains Tax, New York City Transfer Tax and any similar tax imposed in other states or subdivisions), shall be paid by Sellers Seller when due, and Seller will, at their its own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Buyer will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Headway Corporate Resources Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, ------------- registration and other such Taxes and fees (including any penalties and interest) incurred in connection with imposed as a result of the transactions contemplated by this Agreement (including any New York State Gains Tax, New York City Transfer Tax and any similar tax imposed in other states or subdivisions), shall be paid by Sellers Seller when due, and Seller will, at their its own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Buyer Holdings will, and will cause its affiliates Affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Springs Industries Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, ------------- registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any New York State Gains Taxcorporate-level gains tax triggered by the sale of Company stock, New York City Transfer Tax and any similar tax imposed in other states or subdivisions), shall be paid by Sellers when due, and Seller the Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Buyer will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Transcoastal Marine Services Inc)

Certain Taxes. All transfer, documentary, sales, use, ------------- stamp, ------------- registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any New York State Gains Tax, New York City Transfer Tax and any similar tax imposed in other states states, subdivisions or subdivisions), under foreign law) shall be paid by Sellers the Stockholders when due, and Seller Stockholders will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, and if required by applicable law, Buyer Purchaser will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Scovill Holdings Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, ------------- registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any New York State Gains Tax, New York and City Transfer Tax real property transfer and gains taxes and any similar tax taxes imposed in other states or subdivisionspolitical subdivisions thereof), shall be paid by the Sellers when due, and Seller ; the Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, ; and, if required by applicable law, Buyer Purchaser will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Eye Care Centers of America Inc)

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Certain Taxes. All transfer, documentary, sales, use, stamp, ------------- -------------- registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any New York State Gains Tax, New York City Transfer Tax and any similar tax imposed in other states or subdivisions), shall be paid by Sellers when due, and Seller Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Buyer will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intellisys Group Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, ------------- registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any New York State Gains Tax, New York City Transfer Tax and any similar tax imposed in other states or subdivisions), shall be paid by Sellers the Stockholders when due, and Seller the Stockholders will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Buyer the Purchasers will, and will cause its their affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Selfcare Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, ------------- registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any New York State Gains Tax, New York City Transfer Tax and any similar tax Tax imposed in other states or subdivisions), shall be paid by Sellers Buyer when due, and Seller Buyer will, at their its own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Buyer will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Noble International LTD)

Certain Taxes. All transfer, documentary, sales, use, stamp, ------------- registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any New York State Gains Tax, New York City Transfer Tax and any similar tax imposed in other states or subdivisions), shall be paid by Sellers the Seller when due, and the Seller will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, the Buyer will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Exchange Agreement (Swissray International Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, ------------- registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any New York State Gains Tax, New York City Transfer Tax and any similar tax imposed in other states or subdivisions), shall be paid by the Sellers when due, and Seller the Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Buyer the Purchaser will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Relocate 411 Com Inc /)

Certain Taxes. All transfer, documentary, sales, use, stamp, ------------- registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any New York State Gains Tax, New York City Transfer Tax and any similar tax imposed in other states or subdivisions), shall be paid by Sellers when due, and Seller Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Buyer will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intellisys Group Inc)

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