Tax Status and Effect. It is understood and agreed that neither Seller nor Buyer has made any representations to the other as to the tax status or tax effect of the transactions contemplated by this Agreement, and each of the Parties hereto is therefore separately taking counsel as to such matters and each is assuming, subject only to the express and specific provisions of this Agreement, the tax, if any, which may be incurred by reason of the carrying out of the terms and provisions hereof.
Tax Status and Effect. It is understood and agreed that neither Xxxxxxxxx, Shareholder, the Guarantor nor Monro has or have made any representations to each other as to the tax status or tax effect of the transactions contemplated by this Agreement, and each of the Parties hereto is therefore separately consulting with their respective counsel as to such matters and each is responsible and shall assume liability, subject only to the express and specific provisions of this Agreement, any tax which may be incurred by reason of the carrying out of the terms and provisions hereof. In the event that (a) any sales or use Tax shall be due to any state or local Governmental Authority by reason of the sale of the Assets, or (b) any transfer Taxes or the like shall be due to any state or local Governmental Authority by reason of the assignment to Monro or creation in favor of Monro of leases of the Real Property as contemplated by Paragraph 7.05, such tax or taxes, if any, split equally between Xxxxxxxxx and Monro. In addition, Xxxxxxxxx shall be solely responsible for any sales taxes arising out of the operation of the Business prior to Closing Date.
Tax Status and Effect. 19 8.4. EXPENSES................................................................20 8.5.
Tax Status and Effect. It is understood and agreed that neither Seller, Shareholder nor Buyer has or have made any representations to each other as to the tax status or tax effect of the transactions contemplated by this Agreement, and each of the Parties hereto is therefore separately consulting with their respective counsel as to such matters and each is responsible and shall assume liability, subject only to the express and specific provisions of this Agreement, any tax which may be incurred by reason of the carrying out of the terms and provisions hereof. In the event that (a) any sales or use Tax shall be due to any state or local Governmental Authority by reason of the sale of the Assets, or (b) any transfer Taxes or the like shall be due to any state or local Governmental Authority by reason of the assignment to Buyer or creation in favor of Buyer of leases of the Real Property as contemplated by Paragraph 7.05, such tax or taxes, if any, split equally between Seller and Buyer. In addition, Seller shall be solely responsible for any sales taxes arising out of the operation of the Business prior to Closing Date.
Tax Status and Effect. It is understood and agreed that neither Seller nor Valassis, on the one hand, nor Buyer, on the other, has or have made any representations to each other as to the tax status or tax effect of the transactions contemplated by this Agreement, and each of the parties is therefore separately taking counsel as to such matters and each is assuming, subject only to the express and specific provisions of this Agreement, the tax, if any, which may be incurred by reason of the carrying out of the terms and provisions hereof.
Tax Status and Effect. It is understood and agreed that Shareholders and Buyer intend that this transaction shall constitute a tax free exchange under applicable IRS guidelines and that neither party shall make any filing(s) or election(s) that would have a contradictory effect. Each of the Parties hereto has taken separate counsel as to such matters and each is assuming, subject only to the express and specific provisions of this Agreement, the tax, if any, which may be incurred by reason of the carrying out of the terms and provisions hereof.
Tax Status and Effect. It is understood and agreed that no party hereto has made any representation to the other as to the tax status or tax effect of the transactions contemplated by this Agreement, and each of the parties hereto is therefore responsible for separately consulting counsel if it so desires as to such matters and each is assuming as to herself or itself, subject only to the express and specific provisions of this Agreement, foreign or domestic, federal, state or local taxes, if any, which may be incurred by such person by reason of the carrying out of the terms and provisions hereof.
