Common use of Tax Covenants Clause in Contracts

Tax Covenants. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 6 contracts

Samples: Art Purchase Agreement (Masterworks 001, LLC), Art Purchase Agreement (Masterworks 001, LLC), Art Purchase Agreement (Masterworks 001, LLC)

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Tax Covenants. (a) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller BUYER when due. Seller BUYER shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes the foregoing taxes or fees (and Buyer SELLER shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Samples: Purchase Agreement (2050 Motors, Inc.), Purchase Agreement (2050 Motors, Inc.)

Tax Covenants. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne the responsibility of the Stockholders and paid by Seller the In-Money Optionholders when due. Seller shall, at its own expense, Stockholder Representative shall timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer Parent shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aegion Corp)

Tax Covenants. (a) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Stock Repurchase Agreement (Artesian Resources Corp)

Tax Covenants. (a) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller the Holders when due. Seller shall, at its own expense, Representative shall timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer Parent shall cooperate with respect thereto as necessaryRepresentative in filing any such Tax Return or other document), and Representative shall promptly provide Parent with a copy of all such Tax Returns.

Appears in 1 contract

Samples: Merger Agreement (Health Insurance Innovations, Inc.)

Tax Covenants. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) (collectively, “Transfer Taxes”) shall be borne and paid by Seller Buyer when due. Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Stock Purchase Agreement (BurgerFi International, Inc.)

Tax Covenants. (i) All transfer, documentary, sales, use, stamp, registration, value added added, and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Company Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller the Purchaser when due. Seller The Purchaser shall, and shall cause the PEP Companies to, at its their own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Stock Purchase Agreement (Nn Inc)

Tax Covenants. (a) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid 50% by Seller the Sellers and 50% by the Buyer when due. Seller The Buyer shall, 50% at its own the Buyer’s expense and 50% at the Sellers’ expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer Sellers’ Representative shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Share Purchase Agreement (Quaker Chemical Corp)

Tax Covenants. (a) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer Purchaser shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Clean Energy Fuels Corp.)

Tax Covenants. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid 50% by Seller the Buyer and 50% by the Seller, when due. Seller shall, at its own expense, Buyer shall timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Equity Purchase Agreement (Asure Software Inc)

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Tax Covenants. All transfer, documentary, sales, use, stamp, registration, value added added, and other such Taxes taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by the Company, except any and all taxes related to gain, income or profit from the sale of their respective shares shall be borne exclusively by such Seller when dueand the Buyer shall have no such liability with respect thereto. Each Seller shall, at its own expense, timely file any Tax Return tax return or other document with respect to such Taxes taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Stock Purchase Agreement (Camac Fund, LP)

Tax Covenants. (a) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller the Buyer when due. Seller The Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes the foregoing taxes or fees (and Buyer the Sellers shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Hispanica International Delights of America, Inc.)

Tax Covenants. (a) All transfer, documentary, sales, use, stamp, registration, registration and value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller Buyer when due. Seller Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Amrep Corp.)

Tax Covenants. (a) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller the Buyer when due. Seller The Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer the Selling Shareholders shall reasonably cooperate with respect thereto as necessaryreasonably requested).

Appears in 1 contract

Samples: Stock Purchase Agreement (Zynex Inc)

Tax Covenants. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller the Shareholders when due. Seller shall, at its own expense, Shareholder Representative Group shall timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer Parent shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Isun, Inc.)

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