Real Estate Transfer Taxes. The Company shall pay all state or local real property transfer, gains or similar Taxes, if any (collectively, the "Transfer Taxes"), attributable to the transfer of the beneficial ownership of the Company's and any of its Subsidiaries' real properties, and any penalties or interest with respect thereto, payable in connection with the consummation of the Merger. The Company shall 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 any of its Subsidiaries and any information with respect to such properties that is reasonably necessary to complete such returns. The portion of the consideration allocable to the Company Fee Properties of the Company and any of its Subsidiaries shall be determined by Parent in its reasonable discretion. The shareholders of the Company (who are intended third-party beneficiaries of this Section 5.5) shall be deemed to have agreed to be bound by the allocation established pursuant to this Section 5.5 in the preparation of any return with respect to the Transfer Taxes.
Real Estate Transfer Taxes. 49 Release....................................................................20 Restraints.................................................................53 Rights.....................................................................12
Real Estate Transfer Taxes. GWBI and Company agree that Company will pay any state or local transfer, gains or similar Taxes which are attributable to the transfer of the beneficial ownership of 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. Company and GWBI agree to cooperate with the other 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 Company and its Subsidiaries and any information with respect to such properties that is reasonably necessary to complete such returns. The portion of the consideration allocable to the real properties of Company and its Subsidiaries shall be determined by GWBI in its reasonable discretion. The stockholders of Company shall be deemed to have agreed to be bound by the allocation established pursuant to this Section 5.7 in the preparation of any return with respect to the Transfer Taxes.
Real Estate Transfer Taxes. Any liability arising out of any real estate transfer tax with respect to interests in real property owned directly or indirectly by the Company and its Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Company or Parent and expressly shall not be a liability of shareholders of the Company.
Real Estate Transfer Taxes. Mercantile and Bancshares agree that either Bancshares or Merger Sub will pay any state or local tax which is attributable to the transfer of the beneficial ownership of Bancshares' or any Bancshares Subsidiary's 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. Bancshares and Mercantile agree to cooperate with the other 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 Bancshares and its Subsidiaries and any information with respect to such property that is reasonably necessary to complete such returns. The portion of the consideration al- locable to the real property of Bancshares and its Subsidiar- ies shall be agreed to between Mercantile and Bancshares. The stockholders of Banchshares (who are intended third party beneficiaries of this Section 5.18) shall be deemed to have agreed to be bound by the allocation established pursuant to this Section 5.18 in the preparation of any return with re- spect to the Transfer Taxes.
Real Estate Transfer Taxes. The Surviving Corporation shall pay all state or local real property transfer, gains or similar Taxes, if any (collectively, the "Transfer Taxes"), attributable to the transfer of the beneficial ownership of the Company's and its Subsidiaries' real properties, and any penalties or interest with respect thereto, payable in connection with the consummation of the Merger. Prior to the Effective Time, the Company shall cooperate with UCU in the preparation of any returns that will be filed 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 properties that is reasonably necessary to complete such returns. The portion of the consideration allocable to the real properties of the Company and its Subsidiaries shall be determined by UCU in its reasonable discretion. The stockholders of the Company (who are intended third-party beneficiaries of this Section 6.21) shall be deemed to have agreed to be bound by the allocation established pursuant to this Section 6.21 in the preparation of any return with respect to the Transfer Taxes.
Real Estate Transfer Taxes. As applicable for each Property, duly completed returns, questionnaires, applications or other documents (collectively, the “Transfer Tax Forms”), duly executed by Purchaser, regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer or stamp taxes, any transfer, recording, registration and other fees and any similar taxes that become payable in connection with the transactions contemplated by this Agreement (together with any related interests, penalties or additions to tax, “Transfer Taxes”).
Real Estate Transfer Taxes. As applicable for the Property, duly completed Transfer Tax Forms, if any, duly executed by Seller.
Real Estate Transfer Taxes. Parent and the Company agree that either the Company or the Surviving Corporation will pay any state or local transfer, gains or similar Taxes which are 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 Company and Parent agree to cooperate with the other 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 properties that is reasonably necessary to complete such returns. The portion of the consideration allocable to the real properties of the Company and its Subsidiaries shall be determined by Parent in its reasonable discretion. The shareholders of the Company shall be deemed to have agreed to be bound by the allocation established pursuant to this Section 5.7 in the preparation of any return with respect to the Transfer Taxes.
Real Estate Transfer Taxes. All federal, state and local documentary stamp, conveyance, transfer and other taxes or charges in lieu thereof relating to the conveyance of the Assets constituting real property shall be paid by Seller, and Seller shall prepare and file all related tax returns.
