Occasional Sale. Since this transaction is an isolated or occasional sale, no sales tax will be collected from Buyer. If, however, this transaction is later deemed to be other than an occasional sale, Buyer agrees to be solely responsible, and shall indemnify and hold Seller harmless, for any and all sales or transfer taxes or fees (including related penalty, interest or legal costs) due by virtue of this transaction on the equipment, material and property hereby assigned and conveyed, and the Buyer shall remit such sales or transfer taxes at that time. Seller and Buyer agree to cooperate with each other in demonstrating that the requirements for an occasional or isolated sale or any other sales tax exemption have been met.
Occasional Sale. Seller and Buyer believe that this purchase and sale of the Interests constitutes an isolated or occasional sale and is not subject to sales tax; provided, however, if any sales, transfer, use taxes or other similar taxes are due or should hereafter become due (including penalty and interest thereon) by reason of this transaction, Buyer shall timely pay and solely bear all such taxes.
Occasional Sale. 38 11.4 Non-Assignable Property Interests.............................38 11.5 Cooperation by ProMedCo and ProMedCo-Temple...................39 11.6
Occasional Sale. The Purchaser and Seller believe that the purchase --------------- and sale of the Assets constitutes an occasional sale of the entire operating assets of a separate division of the Seller within the meaning of Texas Tax Code (S) 151.304(b)(2) and Texas Administrative Code (S) 3.316(d).
Occasional Sale. HealthAmerica, ProMedCo and ProMedCo-Harrisburg believe that the transaction contemplated by this Agreement constitute the sale of an entire operating unit or a separate division or a separate identifiable segment of a division in accordance with the Pennsylvania Tax Code, and, therefore, the sale of any and all items of tangible personal property to ProMedCo-Harrisburg pursuant to this Agreement is exempt from any and all state and local sales and use tax. In the event the transactions contemplated by this Agreement do not qualify for such exemption or other applicable exemption and the Commonwealth of Pennsylvania seeks to collect sale or use tax under the Pennsylvania Tax Code, ProMedCo-Harrisburg shall be liable and responsible for any such tax. HealthAmerica shall cooperate with ProMedCo-Harrisburg in connection with any audit of this transaction regarding the application of the sales tax law thereto.
Occasional Sale. OXY and Buyer believe that this purchase and sale of the Properties constitutes an isolated or occasional sale and is not subject to sales tax; provided, however, if any sales, transfers, use taxes or other similar taxes are due or should hereafter become due (including penalty and interest thereon) by reason of this transaction, Buyer shall timely pay and solely bear all such taxes.
Occasional Sale. ADC and Purchaser believe that the transactions contemplated by this Agreement constitute the sale of an entire operating unit or a separate division or a separate identifiable segment of a division in accordance with Section 151.304(b)(2) of the Texas Tax Code and Section 3.316(d) of Title 34 of the Texas Administrative Code, and, therefore, the sale of any and all items of tangible personal property to POA pursuant to this Agreement is exempt from any and all state and local sales and use tax. In the event the transactions contemplated by this Agreement do not qualify for such exemption or other applicable exemption, and the State of Texas seeks to collect sales or use tax under the Texas Tax Code, Purchaser shall be liable and responsible for any such tax. ADC agrees to cooperate with Purchaser in connection with any audit of this transaction regarding the application of the sales tax law thereto.
Occasional Sale. 33 11.4 Collection of Accounts Receivable..............................33 11.5 Non-Assignable Property Interests.............................33 11.6 Cooperation by ProMedCo and ProMedCo-SW.......................33 11.7 Cooperation by SELLER.........................................34 11.8 Notices. .....................................................34 11.9
Occasional Sale. SELLER, ProMedCo and ProMedCo-SW believe that the transaction contemplated by this Agreement constitute an occasional sale of an entire business and, therefore, the sale of any and all items of tangible personal property to ProMedCo-SW pursuant to this Agreement is exempt from any and all state and local sales and use tax. In the event the transactions contemplated by this Agreement do not qualify for such exemption or other applicable exemption and the State of Florida seeks to collect sale or use tax under the Florida Tax Code, ProMedCo-SW shall be liable and responsible for any such tax. SELLER shall cooperate with ProMedCo-SW in connection with any audit of this transaction regarding the application of the sales tax law thereto.
Occasional Sale. This purchase and sale constitutes an isolated or occasional sale and is not subject to sales or use tax with any of the taxing authorities having jurisdiction over this transaction, and no sales tax need be collected by Seller from Buyer at Closing. Seller agrees to cooperate with Buyer in demonstrating the requirements for an isolated or occasional sale or that other sales tax exemptions have been met.
