Real Estate Transfer Tax. Parent and the Company agree that either the Surviving Corporation or Parent (without any liability to any of the Company's stockholders) will pay any state or local tax which is attributable to the transfer of the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Transfer Taxes"), and any penalties or interest with respect to the Transfer Taxes, payable in connection with the consummation of the Offer and the Merger. The Company agrees to cooperate with Parent in the filing of any returns with respect to the Transfer Taxes, including supplying in a timely manner a complete list of all real property interests held by the Company and its Subsidiaries and any information with respect to such property that is reasonably necessary to complete such returns. The portion of the consideration allocable to the real property of the Company and its Subsidiaries shall be determined by Parent in its reasonable discretion. To the extent permitted by law, the Company's stockholders shall be deemed to have agreed to be bound by the allocation established pursuant to this Section 7.11 in the preparation of any return with respect to the Transfer Taxes.
Real Estate Transfer Tax. The Town’s existing, generally applicable RETT, as defined above and as may be amended from time to time, shall also apply to the FDP Properties, except as set forth in Section 6.4.2.4 herein.
Real Estate Transfer Tax. Buyer shall pay all stamp or transfer taxes or fees associated with the transaction herein described, including, without limitation, transfer taxes and fees for the recording of Quitclaim Deed Without Covenant.
Real Estate Transfer Tax. General Motors and Buyer are aware of their obligation to notify the competent German Tax authorities of the transactions contemplated by this Agreement within 2 weeks after the signing date of the relevant Share Purchase Agreement(s) pursuant to sec. 19, 20 of the German Real Estate Transfer Tax Act (Grunderwerbsteuergesetz) ("RETT Notification Obligation"). In acknowledgement thereof, the Parties will cooperate in order to fulfill the requirements of the RETT Notification Obligation and General Motors shall provide Buyer as soon as practicable and in any event no later than 5 Business Days after the signing date, with all information regarding Seller, the Target Group Companies and the relevant real estate which is reasonably required to meet the RETT Notification Obligation. General Motors and the Buyer agree that the values that shall be used for the purposes of the RETT Notification Obligation shall, to the extent permissible under applicable Law, be consistent with those retained for the purposes of the AOAG Contribution or the AOAG Sale, as applicable.
Real Estate Transfer Tax. Parent and the Company agree that either the Surviving Corporation or Parent will pay any state or local tax which is attributable to the transfer of the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Transfer Taxes"), and any penalties or interest with respect to the Transfer Taxes, payable in connection with the consummation of the Offer and the Merger. The Company agrees to cooperate with Parent in the filing of any returns with respect to the Transfer Taxes, including supplying in a timely manner a complete list of all real property interests held by the Company and its Subsidiaries and any information with respect to such property that is reasonably necessary to complete such returns. The portion of the consideration allocable to the real property of the Company and its Subsidiaries shall be determined by Parent in its reasonable discretion. The stockholders of the Company shall be deemed to have agreed to be bound by the allocation established pursuant to this Section 7.6 in the preparation of any return with respect to the Transfer Taxes.
Real Estate Transfer Tax. Sellers shall pay the amount of any stamp tax imposed by law on the transfer of the title, and shall furnish a complete real estate transfer declaration signed by the Sellers or Sellers’ agent in the form required pursuant to the Real Estate Transfer Act of the State of Illinois.
Real Estate Transfer Tax. Grantor, Limited Partner and the Partnership agree to comply timely with the requirements of Article 31 of the New York Tax Law and the regulations applicable thereto, as the same may be amended from time to time, with respect to the transactions contemplated by the Merger Agreement and this Agreement. Grantor and, if required, Limited Partner and the Partnership shall swear to and deliver the return required by said statute and the regulations issued pursuant to the authority thereof (the "RET Return"), it being acknowledged by the parties that Grantor intends to file an RET Return stating that, pursuant to the provisions of Section 1146(c) of the federal Bankruptcy Code, the transfer of the Property pursuant to the Merger Agreement and this Agreement shall be exempt from the Real Estate Transfer Tax imposed by said Article 31.
Real Estate Transfer Tax. Newco and the Company agree that the Surviving Corporation (without any liability to any of the Company's stockholders) will pay any state or local tax which is attributable to the transfer of the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Transfer Taxes"), and any penalties or interest with respect to the Transfer Taxes, payable in connection with the consummation of the Merger. The portion of the consideration allocable to the real property of the Company and its Subsidiaries shall be determined by the Surviving Corporation in its sole discretion. To the extent permitted by law, the Company's stockholders shall be deemed to have agreed to be bound by the allocation established pursuant to this Section 6.5 in the preparation of any return with respect to the Transfer Taxes. SECTION 6.6
Real Estate Transfer Tax. If a Real Estate Transfer Tax or similar tax is due as a result of the execution of this Lease, Tenant shall be required to pay such tax directly to the taxing authority(s) or at Landlord’s election reimburse Landlord after Xxxxxxxx has paid any such tax.
Real Estate Transfer Tax. To the extent not otherwise precluded by Section 1146(c) of the Bankruptcy Code and/or ordered by the Bankruptcy Court, all transfer taxes and recording fees, if any, due by virtue of this transaction and the delivery of the Deeds shall be paid by Purchaser. At Closing, Purchaser shall deliver a certified or bank check to the order of the recording officer of the county in which the Deeds are to be recorded, or a check satisfactory and payable to the order of the title company for the amount of all applicable real property transfer taxes and recordation fees and a certified or bank check to the order of the appropriate officer, or a check satisfactory to and payable to the order of the title company for any other tax payable by reason of the delivery of the Deeds, and a return, if any be required, duly executed by Seller. Purchaser also agrees to execute the return and to cause the check and the return to be delivered to the appropriate officer promptly after Closing. The provisions of this Section 6 shall survive Closing.
