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. 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. 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. (a) Each Party shall pay the cost of all sales and use Taxes arising out of the transfer of the Purchased Assets pursuant to this Agreement normally paid by such party in accordance with local practices in the State of Texas. Buyer and Seller shall equally pay all costs and expenses (including, without limitation, recording fees and real estate transfer Taxes and real estate transfer stamps) incurred in connection with obtaining or recording title to the Purchased Assets. Seller shall be responsible for all costs and expenses in obtaining and recording releases of Seller's Liens on the Purchased Assets. 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.
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. 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. The Company shall be solely responsible for the documentary and transfer taxes and any sales or other similar taxes, if any, imposed on the sale and transfer by the Wayzata Funds of the Over-Allotment Units to the Corporation under this Agreement, as well as any deficiency, interest or penalty asserted with respect thereto. ARTICLE IV.
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 transfer of 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).
Closing Costs; Transfer Taxes and Fees. Buyer, on the one hand, and the Selling Parties, on the other hand, shall each pay half (1/2) of (a) all U.S. sales, use, transfer and other Taxes and fees, if any, imposed by reason of the transfer of the Purchased Assets and the assumption of the Assumed Liabilities provided hereunder (and any deficiency, interest or penalty asserted with respect thereto), and (b) all recording, filing and registration fees or other charges in connection with or as a direct result of the transfer of the Purchased Assets (the foregoing a “Transfer Fee” and collectively, the “Transfer Fees”). At Closing, upon the delivery by Buyer of reasonable documents identifying such Transfer Fees, the Selling Parties’ half of the Transfer Fees shall be deducted from the Limited Up-Front Cash Purchase Price, to the extent that such Transfer Fees relate to the Limited Purchased Assets, and the Inc. Up-Front Cash Purchase Price, to the extent that such Transfer Fees relate to the Inc. Purchased Assets. Azur Limited shall pay all non-U.S. sales, use, transfer and other Taxes and fees, if any, imposed by reason of the transfer of the Limited Purchased Assets and the assumption of the Limited Assumed Liabilities provided hereunder. Azur Inc. shall pay all non-U.S. sales, use, transfer and other Taxes and fees, if any, imposed by reason of the transfer of the Inc. Purchased Assets and the assumption of Assumed Liabilities other than Limited Assumed Liabilities. Buyer shall provide the Selling Parties with any documentation that would exempt Buyer from or reduce sales, use, transfer and other Taxes and shall file all necessary documentation and Tax Returns required to be filed by Buyer with respect to such Transfer Fees, and the Selling Parties shall reasonably cooperate upon Buyer’s request.