Property Transfer Taxes Sample Clauses

Property Transfer Taxes. Except as otherwise provided herein, any excise, sales, use, transfer or similar taxes ("Transfer Taxes") required to be made to any Governmental Entity in connection with the transfer of Acquired Assets pursuant to the terms of this Agreement shall be paid fifty percent (50%) by the Purchaser and fifty percent (50%) by the Seller. The Seller and Purchaser shall cooperate in the timely making and filing of all filings, Tax Returns, reports and forms as may be required with respect to any Transfer Taxes payable in connection with the transfer of the Acquired Assets.
Sample 1Sample 2
AutoNDA by SimpleDocs
Property Transfer Taxes. Except as otherwise provided herein, any fees, charges, Taxes or other payments required to be made to any Governmental Entity in connection with the transfer of the Acquired Assets and the assignment and assumption of the Assumed Liabilities pursuant to the terms of this Agreement (collectively, “Transfer Taxes”) shall be paid by VALENTIS. VALENTIS and JUVARIS shall cooperate in timely making and filing all filings, Tax Returns, reports and forms as may be required with respect to any Taxes payable in connection with the transfer of the Acquired Assets.
Sample 1
Property Transfer Taxes. Except as otherwise provided herein, any fees, charges, Taxes or other payments required to be made to any Governmental Entity in connection with the transfer of the Acquired Assets pursuant to the terms of this Agreement (collectively, “Transfer Taxes”) shall be paid by Valentis. Valentis and Medarex shall cooperate in timely making and filing all filings, Tax Returns, reports and forms as may be required with respect to any Taxes payable in connection with the transfer of the Acquired Assets.
Sample 1
Property Transfer Taxes. Except as otherwise provided herein, any fees, charges, Taxes or other payments required to be made to any Governmental Entity in connection with the transfer of the Acquired Assets and the
Sample 1
Property Transfer Taxes. Except as otherwise provided herein, any fees, charges, Taxes or other payments required to be made to any governmental authority in connection with the transfer of the Conveyed Assets and the assignment and assumption of the Assumed Contracts and the Assumed Liabilities pursuant to the terms of this Agreement shall be allocated equally between the Seller and the Purchasers; provided, however, that notwithstanding the foregoing, any value added or similar taxes ("VAT") incurred in connection with the transactions contemplated hereby shall be borne solely by the Purchasers. Each of the Seller and the Purchasers, respectively, will be responsible for the preparation of any Tax Returns with respect to any Taxes payable in connection with the transfer of the Conveyed Assets for which it is primarily liable. Each of the Seller and the Purchasers shall provide the other party with copies of such Tax Returns at least ten business days prior to the due date of each such Tax Return. If the receiving party materially disagrees with such Tax Return as prepared, within three days after receiving the copy of such Tax Return, the receiving party shall deliver to the preparing party a written notice specifying the basis for such disagreement. The parties shall then, in good faith, attempt to reach a mutual resolution prior to the date upon which such Tax Return is due. If the parties are unable to reach a mutual resolution, the preparing party shall timely file such Tax Return as originally sent to the receiving party.
Sample 1
Property Transfer Taxes. Except as otherwise provided herein, any fees, charges, Taxes or other payments required to be made to any Governmental Entity in connection with the transfer of the Acquired Assets and the assignment and assumption of the Assumed Liabilities pursuant to the terms of this Agreement shall be paid 50% by Purchaser and 50% by Seller. Seller and Purchaser shall cooperate in timely making and filing all filings, Tax Returns, reports and forms as may be required with respect to any Taxes payable in connection with the transfer of the Acquired Assets. 23 Section 4.7 [Reserved.]
Sample 1

Related to Property Transfer Taxes

  • Transfer Taxes On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

  • No Transfer Taxes There are no transfer taxes or other similar fees or charges under federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Company of the Shares.

  • Transfer Tax The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees and any similar Taxes which become payable in connection with the transactions contemplated by this Agreement (together with any related interest, penalties or additions to Tax, "Transfer Taxes"). All Transfer Taxes shall be paid by the Company and expressly shall not be a liability of any holder of the Company Common Stock.

  • Sales and Transfer Taxes Seller and Purchaser shall be equally responsible for the payment of all transfer, recording, documentary, stamp, sales, use (including all bulk sales Taxes) and other similar Taxes and fees (collectively, the “Transfer Taxes”), that are payable or that arise as a result of the P&A Transaction, when due. Seller shall file any Tax Return that is required to be filed in respect of Transfer Taxes described in this Section 8.3 when due, and Purchaser shall cooperate with respect thereto as necessary.

  • Stock Transfer Taxes On each Settlement Date, all stock transfer or other taxes (other than income taxes) which are required to be paid in connection with the sale and transfer of the Placement Shares to be sold hereunder will be, or will have been, fully paid or provided for by the Company and all laws imposing such taxes will be or will have been fully complied with.

  • Liability for Transfer Taxes Without duplication of the indemnity set forth in Section 6.05 of the Contribution Agreement, the Equity Holder agrees to indemnify the Company for any Incremental Transfer Taxes incurred as a result of any direct or indirect transfers of the Company Shares or interests therein within two years after the IPO Closing Date; provided that such Company Shares shall be the Company’s sole recourse with respect to such indemnification obligation. Without duplication of the indemnity set forth in Section 6.05 of the Contribution Agreement, the Equity Holder hereby grants a security interest in 50% of the Company Shares received as Merger Consideration to the Company and hereby irrevocably appoints the Company, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Company. The security interest granted pursuant to this Section 3.02 shall attach to the Company Shares that are not included in the Indemnity Holdback Amount. The Company agrees that the security interest in the Company Shares received by the Equity Holder in the Merger may be released, or collateral may be substituted, in accordance with the terms of the Escrow Agreement.

  • 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.

  • Expenses; Transfer Taxes (a) Whether or not the Closing takes place, and except as otherwise specified in this Agreement, all costs and expenses incurred in connection with the negotiation and execution of this Agreement and the Closing Agreements and the transactions contemplated hereby and thereby shall be paid by the party incurring such costs and expenses.

  • Transfer Taxes and Fees Any and all sales, excise, use, value-added and similar taxes, fees or duties assessed or incurred by reason of the sale by Seller and the purchase by Buyer of the Purchased Assets hereunder shall be shared equally between the Seller and Buyer, regardless of which Party such taxes, fees or duties are assessed against.

  • Tax or Taxes Section 2.13(a)(i).......16

Time is Money Join Law Insider Premium to draft better contracts faster.