Prorations; Transfer Taxes Sample Clauses

Prorations; Transfer Taxes. (a) All ad valorem and personal property Taxes with respect to the Business Assets (including the Purchased Business Assets and the Business Assets held by the Purchased Business Companies) shall be apportioned and shall be adjusted, as of the Closing Date, and the net amount thereof shall be added to or deducted from, as the case may be, that portion of the Base Purchase Price paid by Purchaser on the Closing Date.
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Prorations; Transfer Taxes. All collected rents and other payments from tenants under leases affecting the real property owned by the Property Owning Subsidiaries shall be prorated between Assignor and Assignee as of 11:59 p.m. on the day prior to the Closing. Interest due with respect to the Existing Loan for the month in which Closing occurs shall be prorated between the parties with Assignor responsible for the Existing Loan interest to the date preceding the Closing and Assignee responsible for the Existing Loan interest on and after the date of Closing. In the event any realty transfer taxes are at any time imposed on or in connection with this transaction, they shall be borne equally by Assignor and Assignee.
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Prorations; Transfer Taxes. Seller shall be responsible for the timely filing of any and all income and other tax returns related to Copy Concepts for all periods prior to and through the Closing Date and all tax liability related thereto, including but not limited to, federal and state (for Texas, Florida and Tennessee) income tax and state sales tax, personal property and sales and use taxes, including without limitation, any and all income tax liability for the period prior to and through the Closing Date on any state or federal income tax return that is filed subsequent to the Closing Date. Seller shall give Buyer copies of such returns reasonably in advance of their filing dates to permit Buyer to comment to Seller thereon. Such comments shall not in any way affect Seller’s sole and full responsibility therefor. All customary prorations with respect to personal property taxes, property and equipment and machinery rentals, and other proratable charges directly related to the operation of the Business and the Assets shall be adjusted between the parties as of the Closing Date. Buyer shall be responsible for all such taxes after the Closing Date. Seller shall pay any and all sales, use, or transfer taxes incurred as a result of the sale between the parties at the Closing or as soon thereafter as reasonably practicable, but in any case within thirty (30) days of the Closing Date. In the event any or all of the prorations required by this Section are not effected on the Closing Date, the parties shall reflect them on the post-Closing financial statements, provided in the next Section, and related sums owed shall be paid in accordance with such Section, any Taxes owed to continue to be the sole responsibility of Seller.
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Related to Prorations; 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.

  • 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.

  • 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.

  • 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.

  • 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 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.

  • Transfer Taxes and Expenses The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

  • 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.

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