Sales, Use, Transfer and Similar Taxes and Charges Sample Clauses

Sales, Use, Transfer and Similar Taxes and Charges. Buyer shall bear and pay the following ("Taxes"): all sales or use taxes and any transfer, documentation, gross receipts, custom duties, value added and other taxes and charges as well as interest and penalties thereon upon or with respect to the sale or transfer of the Business Assets by Seller to Buyer pursuant to this Agreement but shall not include income taxes payable by Seller. To the extent that any applicable law or regulation imposes upon Seller the obligation to report or to pay Taxes, Buyer shall promptly reimburse Seller therefor upon receipt of Seller's invoice for the amount of such payments. If the sale or transfer of any or all of the Business Assets is exempt from such taxes or charges, Buyer shall provide Seller with appropriate exemption documents prior to the Closing Date.
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Sales, Use, Transfer and Similar Taxes and Charges. Seller shall bear and pay all sales, use or stamp taxes and any transfer, transfer gain, documentation, gross receipts, custom duties, value added, withholding tax, recording, filing and registration fees and other taxes and charges, as well as all interest and penalties thereon payable upon or with respect to the sale or transfer of the Assets by Seller to Buyer pursuant to this Agreement (collectively the "Transfer Charges"). Notwithstanding the foregoing, Buyer or Buyer's Affiliates shall be required to pay all Transfer Charges for which a refund, recoupment or credit is available to Buyer or Buyer's Affiliates, and Buyer or Buyer's Affiliates, as the case may be, shall be entitled to obtain and keep such refund, recoupment or credit; provided, however, that Seller shall reimburse Buyer for any Transfer Charges paid by Buyer or its Affiliates for which a refund, recoupment or credit is available but which is not recovered or recouped by Buyer or Buyer's Affiliates, as the case may be, within twelve (12)
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Sales, Use, Transfer and Similar Taxes and Charges. The Buyer and the Seller shall on an equal basis bear all sales or use Taxes and any transfer, transfer gain, documentation, gross receipts, customer duties, value added and other Taxes and charges (including deed stamps), upon or with respect to the sale or transfer of the Purchased Assets by the Seller to the Buyer pursuant to this Agreement. To the extent that any applicable Law imposes upon the Seller the obligation to report or to pay such Taxes, charges, interest or penalties, the Buyer shall promptly, but in no event later than ten (10) Business Days after receipt of the Seller's invoice for the amount of such payments, reimburse the Seller for half of such amount. If the sale or transfer of any or all of the Purchased Assets is exempt from such Taxes or charges, the Buyer shall provide the Seller with appropriate exemption documents prior to the Closing Date. The Seller and the Buyer shall jointly file all required change of ownership and similar statements.
Sample 1
Sales, Use, Transfer and Similar Taxes and Charges. Seller shall bear and pay all sales, use or stamp taxes and any transfer, transfer gain, documentation, gross receipts, custom duties, value added, withholding tax, recording, filing and registration fees and other taxes and charges, as well as all interest and penalties thereon payable upon or with respect to the sale or transfer of the U. S. Assets by Seller to Buyer pursuant to this Agreement (collectively the "Transfer Charges"). Notwithstanding the foregoing, Buyer shall be required to pay all Transfer Charges for which a refund, recoupment or credit is available to Buyer, and Buyer shall be entitled to obtain and keep such refund, recoupment or credit; provided, however, that Seller shall reimburse Buyer for any Transfer Charges paid by Buyer for which a refund, recoupment or credit is available but which is not recovered or recouped by Buyer within twelve (12)
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Sales, Use, Transfer and Similar Taxes and Charges. (a) Buyer shall bear and pay all sales or use taxes, any applicable federal excise taxes, and any transfer, transfer gain, documentation, gross receipts, value added and other taxes and charges, as well as all interest and penalties thereon payable because of the action or inaction of Buyer, upon or with respect to the sale or transfer of the Business Assets by Seller to Buyer pursuant to this Agreement. To the extent that any applicable law or regulation imposes upon Seller the obligation to report or to pay such taxes, charges, interest or penalties, Seller shall issue an invoice to Buyer for the amount of such payments and shall effect such payments promptly upon receiving the amounts payable from Buyer and as soon as is practicable thereafter provide Buyer with evidence of such payments. If the sale or transfer of any or all of the Business Assets is exempt from such taxes or charges, Buyer shall provide Seller with a certificate from its Chief Financial Officer to this effect prior to the Closing Date.
Sample 1
Sales, Use, Transfer and Similar Taxes and Charges. Buyers shall pay all sales or use taxes, any applicable federal excise taxes, and any transfer, transfer gain, documentation, gross receipts, value added and other similar taxes (excluding Seller’s federal and state income taxes) and charges, as well as all interest and penalties upon or with respect to the sale or transfer of the Assets by Seller to Buyers pursuant to this Agreement. Each party shall bear its own costs with respect to all filing and recording fees and taxes and other filing fees relating to any transfer of the Assets or Seller’s retained mortgage and security interest. To the extent that any applicable law or regulation imposes upon Seller the obligation to report or to pay such taxes, charges, interest or penalties that are the responsibilities of the Buyers hereunder, Buyers shall promptly reimburse Seller therefore no later than thirty (30) days following Buyers’ receipt of Seller’s invoice for its portion of such payments.
Sample 1

Related to Sales, Use, Transfer and Similar Taxes and Charges

  • 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.

  • 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.

  • Taxes and Charges Contractor shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the Contractor’s business.

  • 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.

  • 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.

  • 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.

  • Ad Valorem Taxes Prior to delinquency, Tenant shall pay all taxes and assessments levied upon trade fixtures, alterations, additions, improvements, inventories and personal property located and/or installed on or in the Premises by, or on behalf of, Tenant; and if requested by Landlord, Tenant shall promptly deliver to Landlord copies of receipts for payment of all such taxes and assessments. To the extent any such taxes are not separately assessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced by Landlord.

  • Payment of Taxes and Charges All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and nonassessable, and without any preemptive rights. The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issue or delivery thereof.

  • Taxes and Fees Imposed on Purchasing Party But Collected And Remitted By Providing Party 11.3.1 Taxes and fees imposed on the purchasing Party shall be borne by the purchasing Party, even if the obligation to collect and/or remit such taxes or fees is placed on the providing Party.

  • Sales Taxes The Seller shall bear and pay, and shall reimburse the Purchaser and the Purchaser’s affiliates for, any sales taxes, use taxes, transfer taxes, documentary charges, recording fees or similar taxes, charges, fees or expenses that may become payable in connection with the sale of the Assets to the Purchaser or in connection with any of the other Transactions.

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