Transaction Taxes Clause Samples
The Transaction Taxes clause defines which party is responsible for paying any taxes that arise from the transaction covered by the agreement. Typically, it specifies whether the buyer, seller, or both must pay taxes such as sales tax, value-added tax (VAT), or transfer taxes related to the sale or transfer of goods, services, or assets. By clearly allocating tax obligations, this clause helps prevent disputes and ensures that both parties understand their financial responsibilities regarding tax payments associated with the transaction.
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Transaction Taxes. Fund is responsible for all taxes, levies, duties, and assessments levied on Services purchased under this Agreement (collectively, “Transaction Taxes”). Computershare is responsible for collecting and remitting Transaction Taxes in all jurisdictions in which Computershare is registered to collect such Transaction Taxes. Computershare shall invoice Fund for such Transaction Taxes that Computershare is obligated to collect upon the furnishing of Services. Fund shall pay such Transaction Taxes according to the terms in Section 7.3. Computershare shall timely remit to the appropriate governmental authorities all such Transaction Taxes that Computershare collects from Fund. To the extent that Fund provides Computershare with valid exemption certificates, direct pay permits, or other documentation that exempts Computershare from collecting Transaction Taxes from Fund, invoices issued for Services provided after Computershare’s receipt of such certificates, permits, or other documentation will not reflect exempted Transaction Taxes. Computershare is solely responsible for the payment of all personal property taxes, franchise taxes, corporate excise or privilege taxes, property or license taxes, taxes relating to Computershare’s personnel, and taxes based on Computershare’s net income or gross revenues relating to Services.
Transaction Taxes. If You purchase Software license(s) directly from Us, You agree to pay all applicable transaction taxes, including sales and use taxes, value added taxes, duties, customs, tariffs, and other government-imposed transactional charges however designated (and any related interest or penalty) on amounts payable by You under this Agreement (“Transaction Taxes”). We will separately state on invoices the Transaction Taxes that We are required to collect from You under applicable law. You will provide proof of any exemption from Transaction Taxes to Us at least fifteen (15) Business Days before the due date for paying an invoice. If We do not collect the required Transaction Taxes from You but are subsequently required to remit the Transaction Taxes to any taxing authority, You will promptly reimburse Us for the Transaction Taxes, including any accrued penalty or interest charges if the failure to timely collect and remit was not due to Company’s fault.
Transaction Taxes. All sales, use, transfer, filing, recordation, registration and similar taxes and fees arising from or associated with the transactions contemplated hereunder other than taxes based on income (“Transaction Taxes”), shall be borne 50% by EES Leasing and EESLP (each a “Contributor” and, together, the “Contributors”) and 50% by MLP. To the extent under applicable law the transferee is responsible for filing tax returns in respect of Transaction Taxes, MLP shall prepare and file all such returns. The parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize Transaction Taxes. The party that is not responsible under applicable law for paying the Transaction Taxes shall pay its share of the Transaction Taxes to the responsible party prior to the due date of such taxes.
Transaction Taxes. If You purchase the Cloud Services directly from Us for use or resale, You will pay all applicable transaction taxes, including sales and use taxes, value added taxes, duties, customs, tariffs, and other government-imposed transactional charges however designated (and any related interest or penalty) on amounts payable by You under this Agreement (“Transaction Taxes”). We will separately state on an invoice the Transaction Taxes that We are required to collect from You under applicable law. You will provide proof of any exemption from Transaction Taxes to Us at least fifteen (15) Business Days before the due date for paying an invoice. If We do not collect the required Transaction Taxes from You but we are subsequently required to remit the Transaction Taxes to any taxing authority, You will promptly reimburse Us for the Transaction Taxes, including any accrued penalty or interest charges if the failure to timely collect and remit was not due to Our fault.
Transaction Taxes. All transfer, documentary, recording, notarial, sales, use, registration, stamp and other similar taxes, fees and expenses (including, but not limited to, all applicable stock transfer, real estate transfer or gains Taxes and including any penalties, interest and additions to such tax) (“Transaction Taxes”) incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by Buyer, to the extent that Buyer is legally obligated to pay such Transaction Taxes, and shall be borne by Seller, to the extent Seller is legally obligated to pay such Transaction Taxes, regardless of whether the tax authority seeks to collect such Taxes from Seller or Buyer. Buyer and Seller shall cooperate in timely making and filing all Tax Returns as may be required to comply with the provisions of laws relating to such Transaction Taxes. Seller shall prepare all tax filings related to any Transaction Taxes. Fifteen days prior to making such filings, Seller shall provide to Buyer Seller’s work papers for Buyer’s review and approval. Ten days prior to the filing date, Buyer shall provide to Seller approval of such work papers. Buyer shall also be responsible for (a) administering the payment of such Transaction Taxes, (b) defending or pursuing any proceedings related thereto and (c) paying any expenses related thereto. Seller shall give prompt written notice to Buyer of any proposed adjustment or assessment of any Transaction Taxes with respect to the transaction, or of any examination of said transaction in a sales, use, transfer or similar tax audit. In any proceedings, whether formal or informal, Seller shall permit Buyer to participate and control the defense of such proceeding and shall take all actions and execute all documents required to allow such participation. Seller shall not negotiate a settlement or compromise of any Transaction Taxes without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed.
Transaction Taxes. Notwithstanding anything to the contrary in Section 2.1, and except as otherwise provided herein (including Schedule A), Parent shall pay and be responsible for any Transaction Taxes.
Transaction Taxes. All transfer, documentary, recording, notarial, sales, use, registration, stamp and other similar taxes, fees and expenses (including, but not limited to, all applicable stock transfer, real estate transfer or conveyance Taxes and including any penalties, interest and additions to such tax) (“Transaction Taxes”) incurred in connection with this Agreement and the transactions contemplated hereby shall be borne one-half by Buyer and one-half by Seller, regardless of whether the Tax authority seeks to collect such Taxes from Seller or Buyer. Buyer and Seller shall cooperate in timely making and filing all Tax Returns as may be required to comply with the provisions of laws relating to such Transaction Taxes. Seller shall prepare all tax filings related to any Transaction Taxes, which shall be subject to the reasonable review of Buyer, and also shall notify Buyer of any claimed material exemptions from Transaction Taxes for which no filing is required which shall be subject to the reasonable review of Buyer.
Transaction Taxes. Seller shall be responsible for its federal and state income, franchise and similar taxes applicable to the transactions contemplated by this Agreement. Purchaser shall be responsible for any bulk sales taxes, personal property sales taxes, and similar taxes applicable to the transactions contemplated by this Agreement.
Transaction Taxes. All sales, use, transfer, filing, recordation, registration and similar taxes and fees arising from or associated with the transactions contemplated hereunder other than taxes based on income (“Transaction Taxes”), shall be borne 50% on a joint and several basis by EES Leasing and EESLP (each a “Contributor” and, together, the “Contributors”) and 50% by EXLP. To the extent under applicable law the transferee is responsible for filing tax returns in respect of Transaction Taxes, EXLP shall prepare and file all such returns. The parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize Transaction Taxes. The party that is not responsible under applicable law for paying the Transaction Taxes shall pay its share of the Transaction Taxes to the responsible party prior to the due date of such taxes.
Transaction Taxes. (i) All charges for goods or services in respect of the transfers occurring pursuant to the Transactions shall be exclusive of any value added, goods and services, sales, use, consumption, excise, service, transfer, stamp, documentary, filing, recordation taxes or similar taxes (“Transaction Taxes”). Without limiting any provision of this Agreement, the Recipient shall be responsible for all Transaction Taxes imposed on or assessed with respect to the provision of goods or services by the Transferor. The Transferor shall issue proper invoices usable by the Recipient to recover (by way of credit or refund) Transaction Taxes in jurisdictions where they are recoverable. The Transferor and the Recipient shall cooperate to minimize any Transaction Taxes and in obtaining any refund, return, or rebate, or applying an exemption or zero-rating for goods or services giving rise to any Transaction Taxes, including by filing any exemption or other similar forms or providing valid tax identification numbers or other relevant registration numbers, certificates, or other documents. The Recipient and the Transferor shall cooperate regarding any requests for information, audits, or similar requests by any Tax Authority concerning Transaction Taxes payable with respect to the transfers occurring pursuant to the Transactions. If, within twelve (12) months following the date any Transaction Taxes are paid pursuant to this Section 2.05(a)(i) by SpinCo or a member of the SpinCo Group to eBay or a member of the eBay Group in respect of the transfers occurring pursuant to the Transactions, the SpinCo Group is unable, using commercially reasonable efforts, to fully recover (by way of credit or refund) any such Transaction Taxes, SpinCo may seek reimbursement of such unrecoverable Transaction Taxes from eBay. SpinCo’s request for reimbursement of such nonrecoverable Transaction Taxes from eBay shall include documentation of the nonrecoverable Transaction Taxes and substantiation that a refund or credit is not permitted. eBay shall pay any amounts under this Section 2.05(a)(i) to SpinCo within ninety (90) days following the receipt of a substantiated request for reimbursement from SpinCo. To the extent that, after receiving reimbursement of any such nonrecoverable Transaction Taxes from eBay pursuant to this Section 2.05(a)(i), a member of the SpinCo Group recovers (by way of credit or refund) all or a portion of such Transaction Taxes, SpinCo shall repay such recovered Transaction ...