TAXES AND PREPAID ITEMS. Except as otherwise provided herein, Seller will pay all sales, use, franchise, and other taxes and charges, which may become payable in connection with the sale of the Assets pursuant to the terms of this Agreement, and any and all other taxes and charges accruing out of the operation of Seller's businesses prior to the Closing Date. Purchaser and Sell shall agree prior to the Closing Date the tax allocation of the purchase Price to the Assets and Assigned Contracts.
TAXES AND PREPAID ITEMS. Except as otherwise provided herein, Seller will pay all Italian sales, use, franchise, and other taxes and charges, which may become payable in connection with the sale of the Assets pursuant to the terms of this Agreement.
TAXES AND PREPAID ITEMS. A. Apportionment of Ad Valorem and Property Taxes. All ad valorem ---------------------------------------------------- taxes, real property taxes, personal property taxes and similar obligations with respect to the Interests for the tax period in which the Effective Date occurs shall be apportioned as of the Effective Date between Sellers and Purchaser. The portion of such apportioned tax liability which is attributable to the Sellers shall be credited to Purchaser's account as an adjustment under section 7.B. hereof or Purchaser shall assume responsibility for the payment of all such ad valorem and property taxes and hold Sellers harmless therefrom. Purchaser shall file or cause to be filed all required reports and returns incident to such taxes and shall pay or cause to be paid to the taxing authorities all such taxes arising out of the tax period in which the Effective Date occurs. Purchaser shall supply Sellers with copies of the filed reports and proof of payment promptly after filing and paying same.
TAXES AND PREPAID ITEMS. Except as otherwise provided herein, Buyer will pay all sales, use franchise, and other taxes and charges, including, without limitation, ad valorem taxes or other taxes which may become payable in connection with the sale of the Assets pursuant to the terms of this Agreement, and any all other taxes and charges accruing out of Sellers' use of the Assets prior to the Closing Date.
TAXES AND PREPAID ITEMS. Except as otherwise expressly provided herein, as reflected on the most recent balance sheet of Seller included in the "Financial Statements" (as hereinafter defined), or incurred in the ordinary course of business thereafter subject to the limitations set forth in SECTION 1.2(d), Seller will pay all sales, use, franchise and other taxes and charges which may become payable in connection with the sale of the Assets pursuant to the terms of this Agreement, and any and all other taxes and charges accruing out of the operation of Seller's business prior to the Closing Date. Notwithstanding the foregoing, Seller and Purchaser shall each be responsible for one-half of any taxes imposed under Cal. Rev. and Tax Code, Sections 6051, 7202, 7251 or 7262; in connection with the sale of the Assets.
TAXES AND PREPAID ITEMS. Except as otherwise expressly provided herein, as reflected on the most recent balance sheet of Seller included in the "Financial Statements" (as hereinafter defined), or incurred in the ordinary course of business thereafter subject to the limitations set forth in Section 1.2(d), Seller will pay all sales, use, franchise and other taxes and charges which may become payable in connection with the sale of the Assets pursuant to the terms of this Agreement, and any and all
TAXES AND PREPAID ITEMS. Except as otherwise provided herein, Kosti will pay all sales, use, franchise, and other taxes and charges which may become payable in connection with the exchange of the Assets pursuant to the terms of this Agreement, and any and all other taxes and charges accruing out of the operation of Kosti's businesses prior to the Closing Date.
TAXES AND PREPAID ITEMS. Except as otherwise provided herein, XXXX will pay all sales, use, franchise, and other taxes and charges which may become payable in connection with the exchange of the Stocks pursuant to the terms of this Agreement.
TAXES AND PREPAID ITEMS. Except as otherwise provided herein, Seller will pay all sales, use, franchise, and other taxes and charges, including, without limitation, ad valorem, or other taxes on any real estate owned by CEC and GTI, which may become payable in connection with the sale of the Shares pursuant to the terms of this Agreement, and any and all other taxes and charges accruing out of the operation of CEC or GTI’s businesses prior to the Closing Date.
TAXES AND PREPAID ITEMS. Seller will pay (a) all sales, use, franchise and other taxes and charges, and all costs and expenses of Seller and the principals of Seller, which may become payable in connection with the execution and delivery of this Agreement and the sale of the Purchased Assets pursuant to the terms of the agreement, and (b) all taxes due as a result of the operation of Seller's business from the period of time between the execution of this Agreement through the Closing Date. Buyer will pay all costs and expenses of Buyer, which may become payable in connection with the execution and delivery of this Agreement and the sale of the Purchase Assets pursuant to the terms of the agreement.
