Transaction Related Taxes. All local, state and federal taxes due or becoming due as a result of the transactions contemplated hereby shall be paid by Sellers.
Transaction Related Taxes. Any and all Liabilities for any taxes applicable to, imposed upon or arising out of the sale or transfer of the Purchased Assets to Buyer and the other transactions contemplated by this Agreement, including but not limited to any income, transfer, sales, use, gross receipts or documentary stamp taxes.
Transaction Related Taxes. The Former Company Stockholders shall bear all sales, use, transfer, stamp, duties, recording and similar Taxes that relate to the consummation of the transactions contemplated by this Agreement (the “Company Transaction Taxes”). The HSW Stockholders’ Representative shall be responsible for determining the amount of such Taxes and preparing and filing any Tax Returns in connection therewith, to the extent permitted by applicable Legal Requirements.
Transaction Related Taxes. Purchaser and Merger Sub knowingly, willingly, irrevocably, and expressly acknowledge and agree that, notwithstanding anything to the contrary herein (a) neither the Company nor any of the Seller Parties will have any direct or indirect liability to the Purchaser or Merger Sub, including, for the avoidance of doubt, through any reduction in, or deduction from, the Base Consideration in calculating the Merger Consideration (whether through any increase in Indebtedness or Transaction Expenses or any decrease in Net Working Capital (or any item included therein) or otherwise) in accordance with this Agreement, and Buyer and Merger Sub will not be entitled to assert any claims, in each case, arising out of or relating to any Taxes incurred or payable by any Person in relation to the transactions contemplated by this Agreement or any of the other Sale Documents, and (b) no representation, warranty or covenant of the Company contained herein will be breached or deemed breached and no condition of the Purchaser or Merger Sub will be deemed not to be satisfied as a result of any such Taxes.
Transaction Related Taxes. Seller and Buyer shall each be responsible for 50% of any sales or use Taxes applicable to the LLC Interests or resulting from the transactions contemplated by this Agreement and all other applicable stamp, documentary, filing, recording, transfer or similar fees or Taxes or governmental charges in connection with the transactions contemplated by this Agreement. Seller and Buyer shall cooperate to file all necessary documents (including all Tax Returns) with respect to all such amounts in a timely manner.
Transaction Related Taxes. There are no Taxes imposed, assessed or levied by or in Italy or any political subdivision or authority thereof or therein on or with respect to the execution and delivery of this Agreement or the Subsidiary Guarantee or the issuance or acquisition of the Notes. Other than such Taxes which may be imposed, assessed or levied because of the existence of any present or subsequent connection between any Purchaser on the one hand and any such jurisdiction on the other hand (other than the mere holding of a Note, being a party to this Agreement or otherwise participating in the transactions contemplated hereby and thereby) there are, as provided under current applicable tax law and treaties, no Taxes imposed, assessed or levied by or in Italy or any political subdivision or taxing authority thereof or therein on or with respect to any payment to be made by the Company or the Initial Subsidiary Guarantors pursuant to this Agreement, the Notes or the Subsidiary Guarantee to any Purchaser.
Transaction Related Taxes. Sellers shall be responsible for, and shall pay or cause to be paid, any sales, use, transfer, stamp, duties, gains, recording and similar Taxes that relate to the consummation of the Transactions.
Transaction Related Taxes. Provided that (a) each Purchaser (or any transferee, assignee or substitute holder) (i) is not a resident of Belgium (i.e., does not have in Belgium its statutory seat, principal establishment or seat of management), (ii) does not use the Notes for a professional activity in Belgium (i.e., the Notes are not invested in a Belgian establishment), (iii) remains the beneficiary and legal owner (or usufructuary) of the Notes during the entire period to which the interest pertains, (iv) delivers to the Company a validly executed Tax Status Certificate as set forth in Section 6.3, (v) transfers, assigns, provides for a substitute holder or otherwise conveys its Notes (if applicable) in accordance with Section 13.3, (b) each Note is registered with the Company in the name of the beneficiary and legal owner (or usufructuary) of such Note during the entire period to which the interest pertains, and (c) any Transfer (i) is not concluded or performed in Belgium or (ii) is not accomplished with the intervention of a professional intermediary established in Belgium (it being understood that the mere registration of a Transfer at the Company’s register in Belgium in accordance with Section 13.1 does not cause such Transfer to be treated as being concluded or performed in Belgium), there are no taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions of any nature whatsoever imposed, levied, collected, assessed or withheld by or in Belgium, the United States or any political subdivision or authority thereof or therein, on or with respect to the execution and delivery of this Agreement or the issuance or acquisition of the Notes. Other than such taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions of any nature whatsoever which may be imposed, levied, collected, assessed or withheld because of (x) the existence of any present or former connection between any Purchaser on the one hand and any such jurisdiction on the other hand (other than the mere holding of a Note, being a party to this Agreement or the Notes or otherwise participating in the transactions contemplated hereby and thereby) or (y) the failure to satisfy provisions (a), (b) or (c) of the foregoing sentence, there are, as provided under current applicable tax law and treaties, no taxes imposed, levied, collected, assessed or withheld by Belgium, the United States, or any political subdivision or taxing authority thereof or ...
Transaction Related Taxes. Purchaser shall be responsible for any Taxes that relate to the purchase and sale of the Stock pursuant to this Agreement, other than Income Taxes resulting directly from such sale, which shall be borne by Seller except as set forth in Section 15.11 hereof.
Transaction Related Taxes. Purchasers shall be responsible for the timely payment of, and shall indemnify and hold harmless Sellers from and against, all Taxes, including Transfer Taxes, that relate to the purchase and sale of the Shares pursuant to this Agreement, other than Income Taxes of Sellers’ Group resulting directly from such sale, which shall be borne by Sellers except as set forth in Section 15.12 hereof. With respect to such Tax Returns that are required to be filed prior to the Closing Date, Sellers shall prepare and file all necessary documentation and Tax Returns with respect to such Transfer Taxes and, with respect to all other such Tax Returns, Purchasers shall prepare and file all necessary documentation and Tax Returns with respect to such Transfer Taxes; provided, however, that Sellers shall cooperate with Purchasers and take any action reasonably requested by Purchasers which does not cause Sellers to incur any cost or inconvenience in order to minimize such Transfer Taxes.
