Sales, Use and Transfer Taxes. Buyer shall pay any and all sales, use, and transfer taxes arising out of the sale of the Drug Store Assets pursuant to this Agreement.
Sales, Use and Transfer Taxes. Purchaser shall be responsible for any documentary transfer taxes and any sales, use or other taxes, duties, fees and governmental exactions imposed by reason of the transfer of the Purchased Assets provided for hereunder and any deficiency, interest or penalty asserted with respect thereto. Notwithstanding the foregoing sentence, Purchaser shall not be responsible for any income, capital gain or other similar tax incurred by Seller in connection with such transfer.
Sales, Use and Transfer Taxes. Buyer shall pay any sales, use and recordation taxes which are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, regardless of whether those taxes are imposed upon Buyer or Seller. Seller shall pay real property transfer taxes. The parties shall cooperate in preparing and filing any real property transfer tax forms which may be required to be filed.
Sales, Use and Transfer Taxes. Seller shall bear sales, use, and transfer taxes, if any, payable to the State of Illinois, any county, or municipality located therein, or any other governmental entity in connection with the transactions contemplated by this Agreement or the other agreements or instruments referred to in this Agreement except as otherwise specifically provided herein.
Sales, Use and Transfer Taxes. Purchaser shall pay all transfer taxes, documentary stamp taxes, recording charges and other taxes imposed by any Governmental Authority in connection with the sale and transfer of the Fireline Shares, excluding federal, state and local income taxes imposed on Shareholder. Shareholder shall have the sole responsibility of representing its position in any future audit by any Governmental Authority with respect to any tax periods prior to the Effective Date, and Purchaser shall have the sole responsibility of representing its (or Fireline's) position in any future audit by any Governmental Authority with respect to any tax periods on or after the Effective Date.
Sales, Use and Transfer Taxes. Seller shall pay all transfer, documentary, sales, use, stamp, registration and other taxes and fees payable in connection with the transactions contemplated by this Agreement, if any, and shall file when due all necessary tax returns and other documentation in connection therewith, and, if required by applicable law, Purchaser shall, and shall cause its affiliates to, join in the execution of any such properly completed tax returns and other documentation.
Sales, Use and Transfer Taxes. Buyer shall be liable for and pay ------------------------------- any stamp, deed, transfer, sales, use, excise, business, occupation, franchise or other similar taxes imposed in connection with the transfer of the Assets. Buyer shall be liable for and pay any conveyance, transfer and recording fees or taxes imposed in connection with the transfer of the Assets. Buyer shall be liable for and pay any penalties and interest which may accrue as a result of Buyer's failure to make timely payment.
Sales, Use and Transfer Taxes. V-One shall pay all sales, use, transfer, and documentary taxes payable in connection with the transactions contemplated by this Agreement. V-One and Proginet will cooperate to minimize any such taxes and V-One will ensure that the Approval Order will contain a provision that its sale, transfer, assignment, and conveyance of the assets to Proginet in the Sale Transaction shall be entitled to the protections afforded under Section 1146(c) of the Bankruptcy Code. Notwithstanding the foregoing, the parties shall not take any actions that will interfere with the value of the assets or Proginet’s title thereto.
Sales, Use and Transfer Taxes. To the extent that the Transfer Taxes do not exceed $1,000,000, Buyer and Seller shall each be responsible for one half of any sale or use, transfer, value added, real property gains, excise, stamp or other similar Taxes (“Transfer Taxes”) imposed by reason of the transfer of the Purchased Assets, the license rights granted in Section 1.1(b) and the Assumed Liabilities provided hereunder and any deficiency, interest or penalty asserted with respect thereto. The party which is obligated by law to remit the Transfer Tax to the applicable governmental agency shall pay the entire Transfer Tax when due, and shall be reimbursed one-half of the Transfer Tax using the reimbursement procedures set forth in Section 4.7(f). Buyer and Seller agree to cooperate to the extent legally permitted to minimize any transfer taxes arising out of or relating to the transactions contemplated by this Agreement, including without limitation by Buyer accepting delivery of software assets located in the State of California by electronic transmission from Seller’s place of business to Buyer’s computers in accordance with California Sales and Use Tax Regulation 1502(f)(1)(D), with Seller having no obligation to deliver any tangible assets in connection with the delivery of such software. To the extent that the Transfer Taxes exceed $1,000,000 (such amount, the “Excess Transfer Taxes”), Seller shall be responsible for paying, shall promptly discharge when due, and shall reimburse, indemnify and hold harmless Buyer from, any such Excess Transfer Taxes imposed by reason of the transfer of the Purchased Assets and the Assumed Liabilities provided hereunder and any deficiency, interest or penalty asserted with respect thereto.
Sales, Use and Transfer Taxes. Linvatec shall be responsible for all sales, use and transfer taxes, deed taxes and recording fees, if any, in each case applicable to the sale and transfer of the Purchased Assets hereunder. Linvatec will furnish 3M at the Closing with properly executed exemption certificates, dated the Closing Date, relating to the supplies and manufacturing equipment being transferred pursuant to this Agreement as to which Linvatec is claiming an exemption from sales, use or other transfer taxes.
