Sales or Transfer Taxes. The transactions contemplated by this Agreement shall not result in either Buyer or Seller incurring any liability for sales, use, transfer or purchase taxes or fees under the laws of any state.
Sales or Transfer Taxes. All transfer, documentary, gross receipts, sales, use and property gains Taxes, and liabilities similar in nature, imposed or payable in connection with the sale or transfer of the Facility or the Assets to Buyer pursuant to this Agreement or the consummation of any of the transactions contemplated hereby, shall be paid by Seller. Seller shall timely file all required transfer Tax Returns and/or notices of the transfer of the Facility and the Assets with the appropriate Tax authorities. Buyer agrees to pay all other closing costs. Each party shall pay their own attorneys' fees.
Sales or Transfer Taxes. All sales taxes, documentary and stamp taxes, transfer taxes, use taxes, gross receipts taxes, excise taxes, value-added gross receipt taxes or similar charges and all charges for filing and recording documents in connection with the transfer of the Acquired Assets (including intellectual property filing and recording fees) shall be paid by Purchaser.
Sales or Transfer Taxes. The consideration provided for hereunder is net ----------------------- of any applicable sales taxes or other transfer taxes in connection with the exchange of the Assets. Assignee shall be liable for any sales tax or other transfer tax, as well as any applicable conveyance, transfer and recording fee, and real estate transfer stamps or taxes imposed on the transfer of the Assets pursuant to this Agreement. Assignee shall indemnify and hold Assignor harmless with respect to the payment of any such taxes and fees including any interest or penalties assessed thereon.
Sales or Transfer Taxes. SPC shall pay and be responsible ----------------------- for any stamp, transfer, sales, purchase, value added, excise or similar tax imposed under the laws of (a) the United States, or any state or political subdivision thereof, or (b) any foreign government or political subdivision thereof, arising out of the consummation of the transactions contemplated by this Agreement.
Sales or Transfer Taxes. Seller shall pay all sales and use taxes, if any, assessed in connection with the transactions contemplated herein. Seller shall pay all transfer, recording, or other such taxes or charges assessable on account of the transactions contemplated herein.
Sales or Transfer Taxes. The transactions contemplated by this Agreement shall not result in either Licensee or Licensor incurring any liability for sales, use, transfer or purchase taxes or fees under the laws of the State of Connecticut.
Sales or Transfer Taxes. BUYER and SELLER shall share equally in all sales, use, value-added, business or goods and services, taxes (collectively, "Sales Taxes") and SELLER shall pay all transfer, recording, documentary, registration, conveyancing or similar taxes or expenses that may be imposed as a result of the sale and transfer of the Assets (including, without limitation, any stamp duty or other tax chargeable in respect of any instrument transferring property, any taxes, filing fees or expenses payable in connection with the sale and transfer of the Trademarks, Patents and Copyrights from BMS to SELLER or BUYER, and the registration thereof, but excluding any taxes, filing fees or expenses payable in connection with the sale and transfer from SELLER to BUYER or BUYER's designee of the Trademarks, Patents and Copyrights, and the registration thereof, which shall be paid by BUYER), 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. To the extent practicable and except as otherwise provided in this Agreement, BUYER will make the payment of any Sales Taxes and SELLER, upon receipt from BUYER of reasonable documentation concerning the nature and amount of any Sales Taxes, shall promptly reimburse BUYER for one-half (1/2) of the amount. Each party shall be responsible for its own income taxes, gross receipts taxes, or other taxes based upon income, receipts or revenues.
Sales or Transfer Taxes. Notwithstanding any other provision of this Agreement, all sales taxes, documentary and stamp taxes or duties, registration taxes, transfer taxes, use taxes, gross receipts taxes, goods and services taxes, value added taxes ("VAT") and all charges for filing and recording documents in connection with the transfer of the Acquired Assets or the Sale Securities (including intellectual property filing and recording fees) as well as any permit, transfer, and filing fees required in order to obtain government approvals and consents relating to the transactions contemplated by this agreement and any Ancillary Agreements will be borne by GM and Purchaser equally. To the extent that any VAT can be recovered by Purchaser as a credit against Purchaser's output VAT or otherwise, such tax shall not be borne equally but 143 152 shall be paid solely by Purchaser and the provisions of the Transfer Agreements in respect of VAT shall apply more particularly. 144 153
Sales or Transfer Taxes. Purchaser will pay all sales or transfer taxes, recording fees and similar fees, charges or assessments arising out of the transfer of the Acquired Assets pursuant to this Agreement (Seller shall remain liable for any income or franchise taxes payable by Seller as a result of such transfer). Seller will timely file all returns for Taxes described in this Section 5.2.
