Sales and Transfer Taxes, etc Sample Clauses

Sales and Transfer Taxes, etc. Buyer shall pay all Transfer Taxes that may be imposed upon Buyer or SFI as a result of the sale and transfer of the Capital Stock and/or any of the assets to be transferred hereunder (including without limitation any taxes, filing or recording fees or expenses payable in connection with the sale and transfer, and recordation of such transfer, of the Intellectual Property, and any stamp, documentary, duty or other tax or fee chargeable in respect of any instrument transferring property), together with any and all penalties, interest and additions to tax with respect thereto, and SFI and Buyer shall cooperate in timely making all filings, returns, reports and forms, as may be required to comply with the provisions of such tax laws. Buyer and SFI shall also cooperate in providing each other with appropriate resale exemption certifications and other similar tax and fee documentation.
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Sales and Transfer Taxes, etc. All sales, use, transfer, real property transfer, mortgage recording, stamp duty, value-added or similar Taxes, fees or expenses payable in connection with the sale and transfer of the Assets and any stamp, duty or other Tax chargeable in respect of any instrument transferring property that may be imposed as a result of the sale and transfer of the Assets or Assumed Liabilities together with any and all penalties, interest and additions to Tax with respect thereto shall be borne by Purchaser, except that Seller shall reimburse Purchaser for fifty percent (50%) of such Taxes paid by Purchaser up to a maximum amount of US$50,000. Seller and Purchaser shall cooperate in effecting the foregoing and in timely making all filings, returns, reports and forms as may be required to comply with the provisions of such Tax laws. Purchaser and Seller shall also cooperate in providing each other with appropriate resale exemption certifications and other similar Tax and fee documentation.
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Sales and Transfer Taxes, etc. Buyer shall pay all Taxes that may be imposed as a result of the sale and transfer of the Assets (including any Taxes, filing fees or expenses payable in connection with the sale and transfer of the Intellectual Property, and any stamp, duty or other Tax chargeable in respect of any instrument transferring property), together with any and all penalties, interest and additions to Tax with respect thereto, and Seller and Buyer shall cooperate in timely making all filings, returns, reports and forms as may be required to comply with the provisions of such Tax laws. Buyer and Seller shall also cooperate in providing each other with appropriate resale exemption certifications and other similar Tax and fee documentation.
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Sales and Transfer Taxes, etc. The Company following the Closing shall pay all sales, use, gross receipts, excise, value-added, business, goods and services, transfer, stamp, recording, documentary, registration, duties, conveyancing taxes or similar taxes, or expenses that may be imposed as a result of the transfers contemplated by this Agreement including as part of the Reorganization Transactions and Recapitalization Transactions including the transactions contemplated by Section 2.1 and Section 2.6 (including without limitation any taxes, filing or recording fees or expenses payable in connection with the sale and transfer, and recordation of such transfer, of the Intellectual Property, and any stamp, duty or other tax chargeable in respect of any instrument transferring property), together with any and all penalties, interest and additions to tax with respect thereto, and Transferors and New World shall cooperate in timely making all filings, returns, reports and forms as may be required to comply with the provisions of such tax laws. New World and Transferors shall also cooperate in providing each other with appropriate resale exemption certifications and other similar tax and fee documentation. In addition, the Company following the Closing shall be responsible for and to the extent incurred by the Transferors reimburse the Transferors for certain incremental state income Taxes incurred by them in connection with implementing the transactions contemplated by Section 2.1 and 2.6 hereof as previously agreed by the parties in writing. Any amount that is owed by the Transferors to New World or the Company pursuant to Section 2.5.3 hereof may be offset against any amount that is owed by New World or the Company to the Transferors pursuant to this Section 8.6.
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Sales and Transfer Taxes, etc. All charges relating to the recordation of the assignment of the Purchased Loans by Purchaser shall be borne and paid by Purchaser. If any sales, transfer or similar tax is imposed by a governmental authority relating to the transfer of any of the Assets or any of the Assumed Liabilities, Seller shall be responsible for the full and timely payment of same and shall hold Purchaser harmless from the amount of any such taxes due, and from any expenses, fines, penalties, fees, costs, or other damages resulting from the imposition of such tax or for any failure to make timely payment thereof.
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Sales and Transfer Taxes, etc. Seller shall pay all Taxes, duties or expenses that may be imposed as a result of the sale and transfer of the Business Assets, and all filing fees that may be required to be paid in connection with the consummation of the transactions contemplated hereby, together with any and all penalties, interest and additions to tax with respect thereto, and Seller, the Stockholders, and Buyer shall cooperate (and the Stockholders shall cause Seller to cooperate) in timely making all filings, returns, reports and forms as may be required to comply with the provisions of such laws. Buyer, Seller and the Stockholders shall also cooperate in providing each other with appropriate resale exemption certifications and other similar tax and fee documentation. Irrespective of the foregoing, any sales taxes due and payable upon the purchase in excess of $1,000 will be paid by Buyer.
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Sales and Transfer Taxes, etc. (i) Seller shall pay all transfer, documentary, recording, sales, use, stamp, registration, excise and similar Taxes and fees that may be imposed as a result of the sale and transfer of the Assets, together with any and all penalties, interest and additions to Tax with respect thereto, and Seller and Buyer shall cooperate in timely making all filings, returns, reports and forms as may be required with respect to such Taxes. Buyer and Seller shall also cooperate in providing each other with appropriate resale exemption certifications and other similar Tax and fee documentation.
Sample 1
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Sales and Transfer Taxes, etc. (i) All sales, use, gross receipts, excise, value-added, business, goods and services, transfer, recording, documentary, registration, duties, conveyancing taxes or similar taxes or expenses that may be imposed as a result of the sale and transfer of the Assets (excluding any filing or recording fees or expenses payable in connection with the sale and transfer, and recordation of such transfer, of the Primary Intellectual Property and the Other Intellectual Property, which is governed by Section 2(a)(ii)), including and any duty or other tax chargeable in respect of any instrument transferring property, together with any and all penalties, interest and additions to tax with respect thereto shall be paid 50% by Seller and 50% by Buyer, and Seller and Buyer shall cooperate and submit all filings, returns, reports and forms as may be required to comply with the provisions of such tax laws. Buyer and Seller shall also cooperate in providing each other with appropriate resale exemption certifications and other similar tax and fee documentation.
Sample 1
Sales and Transfer Taxes, etc. Buyer shall pay all Transfer Taxes ----------------------------- that may be imposed upon Buyer or SFI as a result of the sale and transfer of the stock of the Company, the stock of Great Lakes, and/or any of the assets to be transferred hereunder (including without limitation any taxes, filing or recording fees or expenses payable in connection with the sale and transfer, and recordation of such transfer, of the Intellectual Property, and any stamp, documentary, duty or other tax or fee chargeable in respect of any instrument transferring property), together with any and all penalties, interest and additions to tax with respect thereto, and SFI and Buyer shall cooperate in timely making all filings, returns, reports and forms, as may be required to comply with the provisions of such tax laws. Buyer and SFI shall also cooperate in providing each other with appropriate resale exemption certifications and other similar tax and fee documentation.
Sample 1

Related to Sales and Transfer Taxes, etc

  • 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 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.

  • 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 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.

  • 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.

  • Duties, Transfer Taxes, Etc No stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other taxes are payable by the Agent in the United States or any political subdivision or taxing authority thereof or therein in connection with the execution, delivery or performance of this Agreement by the Company or the sale and delivery by the Company of the Shares.

  • Transaction Taxes Fund is responsible for all taxes, levies, duties, and assessments levied on Services purchased under this Agreement (collectively, “Transaction Taxes”). Computershare is responsible for collecting and remitting Transaction Taxes in all jurisdictions in which Computershare is registered to collect such Transaction Taxes. Computershare shall invoice Fund for such Transaction Taxes that Computershare is obligated to collect upon the furnishing of Services. Fund shall pay such Transaction Taxes according to the terms in Section 7.3. Computershare shall timely remit to the appropriate governmental authorities all such Transaction Taxes that Computershare collects from Fund. To the extent that Fund provides Computershare with valid exemption certificates, direct pay permits, or other documentation that exempts Computershare from collecting Transaction Taxes from Fund, invoices issued for Services provided after Computershare’s receipt of such certificates, permits, or other documentation will not reflect exempted Transaction Taxes. Computershare is solely responsible for the payment of all personal property taxes, franchise taxes, corporate excise or privilege taxes, property or license taxes, taxes relating to Computershare’s personnel, and taxes based on Computershare’s net income or gross revenues relating to Services.

  • Conveyance Taxes 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 that are required or permitted to be filed on or before the Effective Time.

  • Sales and Use Taxes Professional Business Manager and the Practice acknowledge and agree that to the extent that any of the services to be provided by Professional Business Manager hereunder may be subject to any state sales and use taxes, Professional Business Manager may have a legal obligation to collect such taxes from the Practice and to remit the same to the appropriate tax collection authorities. The Practice agrees to have applicable state sales and use taxes attributable to the services to be provided by Professional Business Manager hereunder treated as an Office Expense.

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