Closing Costs; Transfer Taxes and Fees Sample Clauses

Closing Costs; Transfer Taxes and Fees. Seller shall be responsible for any documentary and transfer taxes imposed by reason of the transfers of the Assets provided hereunder and any deficiency, interest or penalty asserted with respect thereto. Seller shall pay the fees and costs of recording or filing all applicable conveyancing instruments described in Section 3.2(a). Buyer shall pay all costs of applying for new Permits and obtaining the transfer of existing Permits which may be lawfully transferred. Buyer shall be responsible for any sales, use or other taxes imposed by reason of the transfers of Assets provided hereunder. Buyer shall provide to Seller a properly executed "California Resale Certificate" with respect to the Inventory.
Closing Costs; Transfer Taxes and Fees. Seller shall be responsible for paying (i) any documentary and transfer taxes and any sales, use or other taxes imposed by reason of the transfers of Assets provided hereunder and any deficiency, interest or penalty asserted with respect thereto and (ii) all costs of obtaining the transfer of existing Permits which may be lawfully transferred, (iii) all fees and costs of recording or filing all applicable conveyancing instruments described in Section 3.1, and (iv) all fees and costs of recording or filing all UCC termination statements and other releases of Encumbrances.
Closing Costs; Transfer Taxes and Fees. Except as otherwise provided in this Section 1.5, Buyer and Seller shall each bear 50% of the cost of (a) all documentary, sales, use, stamp and transfer Taxes and any other Taxes or fees imposed by reason of the transfer of the Shares (and any deficiency, interest or penalty asserted with respect thereto) (“Transfer Taxes”) and filing any associated Tax Returns and (b) all recording, filing, title and registration fees or other charges in connection with or as a direct result of the transfer of the Shares. Buyer shall bear all Transfer Taxes resulting solely from the fact that Parent is a foreign entity and all costs (including those costs relating to insurance regulatory approvals) of applying for new Required Licenses and obtaining the transfer of existing Required Licenses which may be lawfully transferred.
Closing Costs; Transfer Taxes and Fees. Holdings II shall be responsible for the documentary and transfer taxes and any sales or other similar taxes, if any, imposed on the issuance of the Membership Units under this Agreement (including those Membership Units issued and sold in connection with the Over-Allotment Option) and any deficiency, interest or penalty asserted with respect thereto.
Closing Costs; Transfer Taxes and Fees. Seller shall pay the cost of all sales and use or transfer Taxes arising out of the transfer of the Purchased Assets pursuant to this Agreement. The sales, use and transfer Tax returns required by reason of said transfer shall be timely prepared and filed by the party normally obligated by law or regulation to make such filing. The parties agree to cooperate with each other in connection with the preparation and filing of such returns, in obtaining all available exemptions from such sales, use and transfer Taxes, and in timely providing each other with resale certificates and any other documents necessary to satisfy any such exemptions. If Purchaser pays any Tax agreed to be borne by Seller under this Agreement, Seller shall promptly reimburse Purchaser for the amounts so paid.
Closing Costs; Transfer Taxes and Fees. (a) Buyer and Seller shall each pay fifty percent (50%) of the cost of any transfer Taxes, sales, use or other Taxes or fees imposed by reason of the transfer of the Purchased Assets (provided that in no event shall Buyer be liable for any Tax in respect of income imposed on any of the Seller Parties resulting from their sale of the Purchased Assets to Buyer), costs of applying for new permits and obtaining the transfer of existing permits, all fees and costs of recording or filing all conveyancing instruments, all fees and costs of obtaining title insurance on the Owned Real Property as set forth in Section 7.1(d) herein, including the costs and surveys necessary to delete the standard printed form Title Policy exception for matters shown by survey (which title insurance fees and costs shall not exceed $50,000.00 in the aggregate, it being agreed that Buyer shall be liable for one hundred percent (100%) of title insurance fees and costs in excess of $50,000.00), and the fees and costs of recording or filing all UCC termination statements and other releases of Liens other than Permitted Liens (but not the amount of such Liens). For the avoidance of doubt, Buyer and Seller shall each pay fifty percent (50%) of the cost of any transfer, sales, use or other Taxes or fees imposed by reason of the transfer of the Leased Real Property to Realty. Notwithstanding anything to the contrary herein, Seller shall not be liable for the administrative cost of transferring title (tags only) imposed in connection with registering any Vehicles with any Governmental Authority in the name of Buyer following the Closing, it being understood, however, that the costs of all other transfer Taxes, sales, use or other Taxes or fees imposed by reason of the transfer of the Vehicles on the Closing Date shall be paid fifty percent (50%) by Seller and fifty percent (50%) by Buyer. The sales, use and transfer Tax returns required by reason of said transfer shall be timely prepared and filed by the party normally obligated by Applicable Law to make such filing. The parties agree to cooperate with each other in connection with the preparation and filing of such returns, in obtaining all available exemptions from such sales, use and transfer Taxes, and in timely providing each other with resale certificates and any other documents necessary to satisfy any such exemptions.
Closing Costs; Transfer Taxes and Fees. Seller shall be responsible for any documentary and transfer Taxes and any sales, use or other Taxes imposed on the transfer of the MacArthur Shares provided hereunder and any deficiency, interest or penalty asserted with respect thereto and shall timely file all Tax Returns with respect to such transfer Taxes.
Closing Costs; Transfer Taxes and Fees. Notwithstanding any -------------------------------------- other provision herein, any documentary and transfer taxes and any sales, use or other taxes imposed by reason of the transfers of Assets provided hereunder and any deficiency, interest or penalty asserted with respect thereto shall be borne by the party legally required to pay such taxes. The fees and costs of recording or filing all applicable conveyancing instruments, if any, described in Section 3.2(a) shall be borne equally by Buyers, on one hand, and Seller, on the other.
Closing Costs; Transfer Taxes and Fees. Purchaser shall be -------------------------------------- responsible for (i) any documentary and transfer taxes and any sales, use or other taxes (other than income or gains taxes of the Triton Entities) imposed by reason of the transfers of Purchased Assets provided hereunder and any deficiency, interest or penalty asserted with respect thereto, (ii) any fees and costs of recording or filing all applicable conveyancing instruments described in Section 9.1(a) or otherwise, (iii) all costs of applying for new permits and -------------- obtaining the transfer of existing permits that may be lawfully transferred, and (iv) the filing fee required under the HSR Act.
Closing Costs; Transfer Taxes and Fees. Seller shall be responsible for any documentary and transfer Taxes and any sales, use or other Taxes imposed by reason of the transfers of Purchased Assets provided hereunder and any deficiency, interest or penalty asserted