Sales or Use Tax Sample Clauses

Sales or Use Tax. In the event that any sales or use tax shall be due to any state or local governmental authority by reason of the sale of the Assets, such tax shall be borne by Buyer; provided, however, that Seller shall be solely responsible for any sales taxes arising out of the operation of the Business prior to Closing.
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Sales or Use Tax. Buyer shall pay any applicable national, state or local sales or use taxes upon, or measured by, the production, sale, transportation, delivery or use of the goods sold.
Sample 1
Sales or Use Tax. Sales and use taxes due in connection with Seller's sale of the Sale Property to Buyer (if any), shall be paid by Buyer and Buyer shall indemnify, defend and hold Seller harmless from all liability in connection with such sales or use tax.
Sample 1
Sales or Use Tax. Any sales, use, transfer, or documentary taxes or similar taxes due and payable upon the transfer of the Assets shall be paid by Sellers; provided that Sellers and Buyer shall be equally responsible for any applicable real estate transfer tax and Buyer shall be responsible any vehicle title transfer tax.
Sample 1
Sales or Use Tax. Sales, use, transfer or other similar tax, if any, due in connection with the sale of the Assets or otherwise, in connection with the Transactions shall be the sole responsibility of and paid solely by Company. Company shall be solely responsible to accurately prepare, properly complete and timely file with the appropriate Governmental Authorities all necessary reports or Tax Returns and timely pay all amounts due concerning all sales tax to be paid arising out of the Transactions.
Sample 1
Sales or Use Tax. Buyer shall pay Seller and Seller shall collect from Buyer on the Closing Date any sales or use tax owing in respect of the purchase of the Assets. Seller shall promptly file all necessary sales or use tax returns and pay all sales or use taxes due following the Closing Date. As soon as practicable following the Closing Date, Seller shall deliver to Buyer receipts from the appropriate taxing authorities showing that all sales or use taxes owing have been paid. Notwithstanding any provision of this Section 1.9 to the contrary, Seller shall have no obligation to collect sales or use tax, file any sales and use tax returns or pay any sales or use taxes resulting from Buyer moving any Assets out of the state of Oregon.
Sample 1
Sales or Use Tax. Any sales, use, transfer or other similar tax, if any, due in connection with the sale of the Assets or otherwise, in connection with the Transactions shall be reported and paid solely by Seller. Seller shall be solely responsible to accurately prepare, properly complete and timely file with the appropriate Governmental Authorities all necessary reports or Tax Returns and timely pay all amounts due concerning all sales tax to be paid arising out of the Transactions.
Sample 1
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Sales or Use Tax. Any sales or use tax or any other taxes related to the transactions contemplated herein shall be borne solely by Seller.
Sample 1
Sales or Use Tax. Simon shall be responsible for and pay any and all applicable sales or use taxes arising from the purchases under this Agreement and shall indemnify, defend, and hold the Company and Shareholder harmless from any claim or liability arising in relation thereto as provided in Section 10.4 hereof.
Sample 1

Related to Sales or Use Tax

  • Payment of Sales, Use or Similar Taxes All sales, use, transfer, intangible, recordation, documentary stamp or similar Taxes or charges, of any nature whatsoever, applicable to, or resulting from, the transactions contemplated by this Agreement shall be borne by the Sellers.

  • 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.

  • Sales and Use Tax Any sales and use tax that may accrue because of this transaction must be paid when due by 577 Buyer Seller One-Half by Buyer and One-Half by Seller None.

  • Gross Sales Notwithstanding anything in the Lease to the contrary the definition of Gross Sales shall be as follows:

  • Minimum Revenue Borrower and its Subsidiaries shall have annual Revenue from sales of the Product (for each respective calendar year, the “Minimum Required Revenue”):

  • No Deduction for Certain Taxes Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

  • Revenue Share In consideration for the duties performed hereunder, the Travel Agency shall be entitled to [[Percent: Share of the Agency in Total Turnover]] of the Net Turnover generated during the agreement period that is a direct result of the Travel Agency’s efforts. To be considered a “direct result” of the Travel Agency’s efforts, substantially all of the contact with a customer that leads to a sale must have been made by the Travel Agency. Although initial contact and contact at the sale point shall be factors to consider, they are not determinative of such sale being a “direct result” of the Travel Agency’s efforts. LIMITATION OF LIABILITY In no event and under no circumstances shall either Party be liable for any indirect, incidental, consequential or special damages, including, without limitation, loss of revenue or loss of profits, for any reason whatsoever arising under this Agreement, whether arising out of breach of warranty, breach of condition, breach of contract, tort, civil liability or otherwise. In all events, Company’s absolute liability under, or in any way related to this Agreement, whether arising out of breach of warranty, breach of condition, breach of contract, tort or otherwise, shall be limited to the rupee value of the fees earned by the Company under this Agreement. Company’s liability for negligence, breach of this Agreement or any other claim in damages and losses shall not exceed the total amount owed to the Travel Agency by the Company under this Agreement at the time of the breach. REPRESENTATIONS AND WARRANTIES Each party hereby represents and warrants to that: Each party has all required capacity and corporate authorization to enter into this Agreement and be bound by the obligations provided hereunder; the execution of this Agreement by the Company and the performance of its obligations hereunder will not constitute a violation or breach of any obligation of any agreement between the Company and any third party or a violation of the Company’s legal obligations; and Travel Agency holds sufficient rights to use all materials, supplies or resources used in the performance of the Services under this Agreement, free and clear of any encumbrances. INSURANCE AND INDEMNIFICATION During the term of this Agreement, the Company shall procure and maintain comprehensive general liability insurance, which shall include blanket broad form contractual liability coverage, with limits of not less than [[Amount of contractual liability: Number]] in words Rupees [[Amount of contractual liability: Words]] per occurrence for bodily injury and property damage, combined single limit. or umbrella insurance with a limit of not less than [[Amount of Insurance: Number]] in words Rupees [[Amount of Insurance: Words]]annual aggregate. The Travel Agency will indemnify, defend and hold harmless the Company and its affiliates, and their employees, directors, officers, agents and contractors, against and from any losses, claims, proceedings or investigations arising out of or in connection with a breach of this Agreement by Travel Agency, including, without limitation, attorney fees, amounts paid in settlement of claims, proceedings or investigations, except to the extent that such claim is due to the negligence or willful misconduct of Travel Agency. The Travel Agency agrees to defend, indemnify, and hold harmless the Company from and against any all third party claims (or other actions that could lead to losses by the Company) that are based upon the Travel Agencys (a) violation of the law, (b) violation of this Agreement, or (c) violation of any third party’s rights. The Travel Agency shall be solely responsible for any personal injury or property damage or loss suffered by it or its employees or agents in the course of carrying out any duties under this Agreement.

  • Transfer Fees and Taxes If any of the Common Shares subscribed for are to be issued to a person or persons other than the Registered Warrantholder, the Registered Warrantholder shall execute the form of transfer and will comply with such reasonable requirements as the Warrant Agent may stipulate and will pay to the Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation will not be required to issue or deliver certificates evidencing Common Shares unless or until such Warrantholder shall have paid to the Corporation or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.

  • Apportionment of Tax Attributes (i) If the Parent Consolidated Group has a Tax Attribute, the portion, if any, of such Tax Attribute apportioned to SpinCo or any member of the SpinCo Consolidated Group and treated as a carryover to the first Post-Distribution Taxable Period of SpinCo (or such member) shall be determined by Parent in accordance with Treasury Regulation Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A.

  • 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.

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