TAXES OF SELLERS Sample Clauses

TAXES OF SELLERS. Sellers shall pay all income or other taxes arising out of the transfer of the Subject Shares, or receipt of payments for the Subject Shares, or any consideration delivered in connection with the purchase of the Subject Shares, or as independent consideration for the Agreements Not to Compete payable as contemplated in Section 2.2 hereof. Neither Purchaser nor the Company shall be responsible for any business, occupation, income, withholding or similar tax, or any taxes of any kind, of the Sellers.
Sample 1
AutoNDA by SimpleDocs
TAXES OF SELLERS. Sellers, Mr. Walker and Ms. Walker shall pay all income, documentary, transfer, xxxxx xx other xxxxx xx arising out of the transfer of the Subject Shares or the Walker Real Property, respectively, or receipt of payments therefor, ox xxx consideration delivered in connection therewith (including any payments received in connection with the Confidentiality and Noncompetition Agreement , and any taxes, fees or assessments relating to the mortgage securing payment of the Mortgage Note). Neither Purchaser nor the Company shall be responsible for any business, occupation, income, withholding or similar tax, or any taxes of any kind, of the Sellers.
Sample 1
TAXES OF SELLERS. Each Seller has paid any and all taxes, license fees or other charges levied, assessed or imposed on its business and any of its property, except those that are not due and payable.
Sample 1
TAXES OF SELLERS. For purposes of this Agreement, in determining the Taxes attributable to the Pre-Closing Period included in any Straddle Period, (i) Taxes other than income, sales and use and withholding Taxes of the Company and its Subsidiaries shall be equal to the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of calendar days in the entire Straddle Period (provided, however, that in the case of ad valorem Taxes, no Tax attributable to property that was not held during the portion of the Straddle Period ending on or before the Closing shall be allocable to the taxable period that is deemed to end on the Closing Date, and no Tax attributable to property that was not held during the portion of the Straddle Period beginning after the Closing shall be allocable to the taxable period that is deemed to begin after the Closing Date); and (ii) income, sales and use and withholding Taxes of the Company and its Subsidiaries shall be computed as if such taxable period ended as of the end of the day on the Closing Date.
Sample 1
TAXES OF SELLERS. Sellers shall pay all income, documentary, transfer, stamp or other taxes or arising out of the transfer of the Subject Shares, or receipt of payments therefor, or any consideration delivered in connection therewith, subject to the provisions of SECTION 9.6.
Sample 1

Related to TAXES OF SELLERS

  • Deliveries of Seller At Closing, Seller shall deliver to Buyer the following, and, as appropriate, all instruments shall be properly executed and conveyance instruments to be acknowledged in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to such Closing):

  • Status of Seller The Seller is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Seller is not subject to regulation as a “holding company”, an “affiliate” of a “holding company”, or a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser:

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Seller’s Closing Costs Seller shall pay the following costs in connection with the consummation of the Closing: (i) all of the charges and transfer taxes for recording the deeds; (ii) all commissions owed to any broker in accordance with the terms of a separate agreement between Seller and such broker; and (iii) all other charges incurred by the Seller in connection with this Agreement (including, without limitation, the fees and expenses for the Seller’s attorneys and other consultants).

  • Assumed Contracts The term "Assumed Contracts" shall have the meaning set forth in Section 2.1(e).

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Responsibilities of Seller Anything herein to the contrary notwithstanding, the exercise by the Agent and the Purchasers of their rights hereunder shall not release the Servicer, Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.

  • By Sellers Each Seller agrees that, subject to such limitations as provided herein, such Seller shall be jointly and severally liable to Purchaser, its Related Persons, each of their respective directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") for, and agree to defend and indemnify and hold each Purchaser Indemnified Party harmless against and in respect of (i) any and all losses, damages, liability costs and expenses, including reasonable attorneys', accountants' and experts' fees and expenses, including, without limitation, those incurred to enforce the terms of this Agreement (collectively, "Covered Liabilities") incurred by any Purchaser Indemnified Party by reason of a breach of any of the representations, warranties, covenants or agreements made by the Company or Sellers in this Agreement, or in any other instrument or agreement specifically contemplated by this Agreement, (ii) any and all Covered Liabilities incurred by any Purchaser Indemnified Party by reason of (A) any violation of Governmental Regulations arising from those matters included as items 3 and 4 on Schedule 7.17(b), (B) the Company's or Sellers' failure to pay, withhold or collect any Taxes required to have been paid, withheld or collected for any taxable period ending on or prior to the Closing Date (including as a result of the Section 338(h)(10) election described in Section 11.4) or (C) the Company not being treated as a subchapter S corporation for federal and state income tax purposes, or (iii) liabilities of the Company or DBRHC arising out of or in connection with any of the businesses, assets (including the DBRHC Real Estate), operations or activities of the Company or DBRHC (including any predecessor of the Company or DBRHC, and any former business, asset, operation, activity or subsidiary of any of the foregoing) owned or conducted, as the case may be, on or prior to the Closing Date including any liability based on negligence, gross negligence, strict liability or any other theory of liability, whether in law (whether common or statutory) or equity, but excluding (A) liabilities or other obligations of the type reflected on the 1998 Balance Sheet incurred in the ordinary course consistent with past practice since December 31, 1998, other than any liabilities or obligations arising from any litigation or other legal, arbitration or administrative proceeding, or any claim with respect thereto (including, without limitation, tort claims or other claims based on strict liability, negligence or willful misconduct or violations of Governmental Regulations), (B) Indebtedness (but only to the extent Indebtedness at Closing is not greater than the Purchase Price adjustment under Section 3) and (C) obligations reflected in the 1998 Balance Sheet, including the notes thereto.

  • Covenants of Seller and Buyer Seller and Buyer each covenant with the other as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.