Transfer and Property Taxes. (a) Except for transfer and sales Taxes, the Seller shall pay all Taxes arising out of or resulting from the purchase of the Purchased Assets and the assumption or satisfaction of the Assumed Liabilities. The Seller shall prepare and timely file the required Tax Returns with respect to such Taxes and shall promptly provide the Parent with evidence of the payment of such Taxes.
Transfer and Property Taxes. (a) All excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer, gains and similar Taxes, levies, charges and fees including any deficiencies, interest, penalties, additions to tax or additional amounts excluding any Income Taxes (collectively, "Transfer Taxes") incurred in connection with the Transactions shall be borne by
Transfer and Property Taxes. (a) The Seller and the Purchaser shall each pay one-half of any real property sales tax, motor vehicles sales tax and any personal property sales tax arising from the transfer from the Seller to the Purchaser of the Purchased Assets. As of the Closing, the Purchaser shall hold a Pennsylvania resale certificate in order to exempt the transfer of Purchased Inventory from sales or use taxes. The party responsible under law shall prepare and file the required tax returns and other required documents with respect to such taxes and fees and shall promptly provide the other party with evidence of the payment of such taxes and fees. The party not responsible under law for filing tax returns and payment, absent this Agreement, shall promptly pay or advance to the responsible party its share of such taxes or fees pursuant to this Section 7.7(a). Without limiting the foregoing, each of the Parties shall promptly provide the other Party with a copy of its Internal Revenue Service Form 8594 filed in connection with this transaction.
Transfer and Property Taxes. All applicable documentary, excise, sales, use and other taxes, if any, on the sale or transfer of the Assets shall be borne by Seller. Seller shall pay all taxes and assessments of any kind which shall have become a lien on any of the assets on or before the Closing Date.
Transfer and Property Taxes. Buyer shall pay all sales, use and transfer taxes, if any, arising out of the transfer of the Assets. Seller shall pay all state, local or federal income taxes arising from the transfer of the Assets or related to any period before the Closing Date. Buyer shall not be responsible for any business, occupation, withholding or similar tax, or for any taxes of any kind related to any period before the Closing Date.
Transfer and Property Taxes. (a) Each of Seller and Purchaser shall pay one-half of any transfer, sales, purchase, use or similar tax under the laws of any Governmental Authority arising out of or resulting from the purchase of the Purchased Assets and the assumption of the Assumed Liabilities. The Seller shall prepare and file the required tax returns and other required documents with respect to the taxes and fees required to be paid by it pursuant to the preceding sentence and shall promptly provide the Purchaser with evidence of the payment of such taxes and fees. Without limiting the foregoing, Seller shall promptly provide Purchaser with a copy of its Internal Revenue Service Form 8594 filed in connection with this transaction.
Transfer and Property Taxes. (a) The Purchaser shall pay the real property sales tax. The Purchaser shall prepare and file the required tax returns and other required documents with respect to the taxes and fees required to be paid by it pursuant to the preceding sentence and shall promptly provide the Seller with evidence of the payment of such taxes and fees. Without limiting the foregoing, each of the parties shall promptly provide the other party with a copy of its Internal Revenue Service Form 8594 filed in connection with this transaction.
Transfer and Property Taxes. The Company agrees to pay all sales, use, transfer, real property transfer, recording, gains, stock transfer and other similar taxes and fees ("Transfer Taxes") arising out of or in connection with the transactions effected pursuant to this Agreement, and shall indemnify, defend and hold harmless the Purchaser and TMCI with respect to such Transfer Taxes. The Company shall file all necessary documentation and Tax Returns with respect to such Transfer Taxes. Personal property taxes assessed against the Assets for the year 1996 shall be prorated as of the Closing Date.
Transfer and Property Taxes. (a) Momentum and Visual Flow shall pay any transfer, sales, purchase, use or similar tax under the laws of any Governmental Authority arising out of or resulting from the purchase of the Purchased Assets and the assumption of the Assumed Liabilities. Momentum and Visual Flow shall prepare and file the required tax returns and other required documents with respect to the taxes and fees required to be paid by it pursuant to the preceding sentence and shall promptly provide the Purchaser with evidence of the payment of such taxes and fees.
Transfer and Property Taxes. (a) All sales, use, stamp, transfer, recordation and documentary Taxes and all conveyance fees, recording charges and other fees and charges (collectively, “Transfer Taxes”) which may be payable in connection with the transactions contemplated by this Agreement shall be borne by the Company. The party responsible under applicable law for filing any tax return or other documentation relating to Transfer Taxes shall file such tax return or other documentation at its own expense, and the nonfiling party shall cooperate with the filing party and join in the execution of any such tax returns and other documentation. Any Transfer Tax shall be paid by the Company unless such Transfer Tax is expressly imposed upon the Seller Group. The Company shall reimburse the Seller Group for such Transfer Taxes within thirty (30) days of receiving reasonable written evidence of payment.
