Transfer and Other Taxes. In the event that any state or local property transfer or other tax is payable as the result of or in connection with any exercise of the Redemption Rights by Contributing Partner, Contributor Partner shall pay such tax, and no Shares shall be issued pursuant hereto until such Contributor Partner has paid to the General Partner or the Partnership, as the case may be, the amount of such tax or has provided evidence, in form reasonably satisfactory to the General Partner or the Partnership, as the case may be, as to the payment thereof.
Transfer and Other Taxes. (i) All amounts payable hereunder are exclusive of all recordation, transfer, documentary, excise, sales, value added, use, stamp, conveyance or other similar Taxes (other than Taxes based on or attributable to income or gains), duties or governmental charges, and all recording or filing fees or similar costs, imposed or levied by reason of, in connection with or attributable to this Agreement or the transactions contemplated hereby (collectively, “Transfer Taxes”). All refundable Transfer Taxes shall be borne by BioMarin, and BioMarin shall be entitled to any and all refunds and credits attributable to the payment or incurrence of such Transfer Taxes. Non-refundable Transfer Taxes shall be borne equally by BioMarin and Merck Serono, and Tax Returns relating to such Transfer Taxes shall be prepared by BioMarin unless the Parties agree otherwise. Each Party shall use commercially reasonable efforts to obtain any available exemption from such Transfer Taxes and to cooperate with the other Party in providing any information or documentation that may be necessary to obtain such exemptions.
Transfer and Other Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with the Contemplated Transactions (including any Acquired Company corporate-level gains tax triggered by the sale of the Shares), shall be paid one-half by Seller and one-half by Purchaser when due, and Purchaser and Seller will jointly prepare and file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Seller will join in the execution of any such Tax Returns and other documentation.
Transfer and Other Taxes. At the time of purchase, all stock and other transfer taxes on the sale and transfer of the Securities by the Selling Shareholder to the Underwriters hereunder will have been fully paid or provided for by the Selling Shareholder; provided that this representation shall not apply to stock and other transfer taxes on resales by the Underwriters.
Transfer and Other Taxes. All transfer, documentary, recording, sales, use, registration and other such Taxes, including all applicable real estate transfer Taxes, and related fees incurred in connection with any of the transactions contemplated by this Agreement shall be paid by Buyer; Parent, Seller and Buyer shall each prepare and file any Tax Returns required to be filed in connection with any of the transactions contemplated by this Agreement regardless of whether any Tax is required to be paid in connection with such filing, and Parent, Seller and Buyer shall cooperate with each other in the preparation, execution and filing of such Tax Returns.
Transfer and Other Taxes. All Transfer Taxes, documentary, sales, use, registration, stamp and other such Taxes and fees (including any penalties and interest thereon) incurred in connection with this Agreement shall be paid by the Shareholders’ Representative, on behalf of the Shareholders, when due, and each Shareholder shall, at his, her or its own expense, file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes, documentary, sales, use, stamp, registration and other Taxes and fees, and if required by applicable Law, Purchaser shall, and shall cause its Affiliates to (if applicable), join in the execution of any such Tax Returns and other documentation.
Transfer and Other Taxes. Buyer shall be responsible for the cost of any and all state, county, local and municipal transfer and/or excise stamps or Taxes, however denominated, if any, required as a result of the Seller’s transfer of the Purchased Assets hereunder to Buyer.
Transfer and Other Taxes. The Purchaser, on the one hand, and the Sellers, on the other hand, shall each bear 50% of the cost of (a) all transfer, stamp and documentary taxes and fees imposed with respect to instruments of conveyance in the transactions contemplated hereby and (b) all sales, use, gains, real property transfer and other transfer or similar taxes imposed by reason of the transfer of the Securities contemplated hereunder. The Purchaser or the Sellers, as the case may be, shall execute and deliver to the other(s) at the Closing any certificates or other documents as the other may reasonably request to perfect any exemption from any such transfer, documentary, sales, gains, use or similar tax.
Transfer and Other Taxes. (i) The Purchaser agrees to pay the cost of registration of the Purchaser’s own documents and any tax in connection therewith. Notwithstanding the generality of the foregoing, the Purchaser agrees to pay the land transfer taxes in connection with the registration of the Purchaser’s transfer, and undertakes to register the transfer on Closing and other than as provided herein, the Purchaser shall pay and be responsible to the complete exoneration of the Vendor for all other taxes imposed (including any NRST, if applicable, or any increase in the federal component of the HST beyond 5% or any increase in the provincial component of the HST beyond 8% or any increase in any combined rate of 13%) imposed on the Real Property or the purchase of the Real Property, by the federal, provincial or municipal government, or otherwise by statute, regulation or by-law whether or not the legislation imposing such tax places the responsibility for payment thereof onto the Vendor and the Vendor shall be allowed to charge the Purchaser as an adjustment with the estimated amount of any such tax notwithstanding that such tax may not have been formally or finally levied and payable with such tax adjustment being subject to readjustment, if necessary. The Purchaser shall not be entitled to any abatement of or reduction in the Purchase Price with respect to any reduction in the HST.
Transfer and Other Taxes. Rational shall reimburse Microsoft for any and all transfer, sales, use, or similar tax assessed or otherwise imposed by any nation, state, county, city, or political subdivision thereof arising out of or related to the transactions contemplated by this Agreement, notwithstanding any legal requirement or theory which would impose such tax on Microsoft. Rational further agrees to indemnify, defend, and hold Microsoft harmless against any reasonable expenses incurred by Microsoft as a result of Rational's failure to promptly discharge its responsibilities under this section. Microsoft will cooperate with Rational in discharging the aforementioned duties and will make its records and employees available to the extent required by Rational to reasonably discharge its duties pursuant to this section. Furthermore, Rational shall not be responsible for any income, business, occupation, withholding, or similar tax of Microsoft of any kind arising out of or related to the transactions contemplated by this Agreement.
