Common use of Transfer Taxes Clause in Contracts

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 11 contracts

Sources: Share Purchase Agreement (Freight Technologies, Inc.), Stock Purchase Agreement (Crypto Co), Securities Exchange Agreement (Ecoark Holdings, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Other Agreements (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer Seller when due. Buyer Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 9 contracts

Sources: Asset Purchase Agreement (Digital Cinema Destinations Corp.), Asset Purchase Agreement (Digital Cinema Destinations Corp.), Asset Purchase Agreement (Digital Cinema Destinations Corp.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid when due by Buyer when duethe party responsible for such taxes under applicable Law. Buyer Purchaser shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 4 contracts

Sources: Asset Purchase Agreement (Sky Century Investment, Inc.), Stock Purchase Agreement (SharedLabs, Inc), Stock Purchase Agreement (SharedLabs, Inc)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added registration and other such Taxes Taxes, and any conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with this Agreement consummation of the transactions contemplated hereby (including any real property transfer Tax and any other similar Tax) “Transfer Taxes”), if any, shall be borne and paid by Buyer when duethe Sellers. Buyer shall, The Sellers or Purchaser (as required by Law) shall prepare and timely file (or cause to be prepared and timely filed) at its own expense, timely file expense all Tax Returns required to be filed in respect of any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Taxes.

Appears in 4 contracts

Sources: Membership Interest Purchase Agreement (Odyssey Therapeutics, Inc.), Membership Interest Purchase Agreement (Odyssey Therapeutics, Inc.), Membership Interest Purchase Agreement (Odyssey Therapeutics, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer Sellers when due. Buyer Sellers shall, at its their own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 4 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement (Sprague Resources LP), Asset Purchase Agreement (ARC Group Worldwide, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added recording and other such similar Taxes and fees (including any penalties and interest) incurred that are imposed on any of the parties by any taxing authority in connection with the transactions contemplated by this Agreement (including any real property transfer collectively, “Transfer Taxes”) and all expenses of filing Tax and any other similar Tax) shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document Returns with respect to such Taxes or fees (shall be borne by Seller. Seller and Seller the Buyer shall cooperate in timely making all filings, returns, reports and forms as necessary or appropriate to comply with respect thereto as necessary)the provisions of all applicable Tax Laws in connection with the payment of such Transfer Taxes.

Appears in 4 contracts

Sources: Membership Interest Purchase Agreement (Cleanspark, Inc.), Membership Interest Purchase Agreement (Cleanspark, Inc.), Membership Interest Purchase Agreement (Cleanspark, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, real property, stamp, registration, value added registration and other such Taxes similar Taxes, fees and fees costs (including any associated penalties and interest) (“Transfer Taxes”) incurred in connection with this Agreement (including any real property transfer Tax or the other Transaction Documents by the Company and any other similar Tax) shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)constitute Company Transaction Expenses.

Appears in 4 contracts

Sources: Business Combination Agreement (Prime Number Holding LTD), Business Combination Agreement (Prime Number Holding LTD), Business Combination Agreement (Prime Number Holding LTD)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer the Company when due. Buyer The Company shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller the Company shall cooperate with respect thereto as necessary).

Appears in 4 contracts

Sources: Debt Conversion Agreement (Shin Hang Muk), Debt Conversion Agreement (Global Interactive Technologies, Inc.), Debt Conversion Agreement (BIMI Holdings Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer Seller when due. Buyer Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 3 contracts

Sources: Asset Purchase Agreement (EzFill Holdings Inc), Stock Purchase Agreement (Ability Inc.), Stock Purchase Agreement (Ability Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Transfer Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when dueSeller. Buyer shall, at its own expense, Seller shall timely file any Tax Return or other document with respect to such Taxes or fees (Transfer Taxes, and Seller Buyer shall cooperate with respect thereto as necessary). All reasonable out-of-pocket costs for the preparation and filing of such Tax Returns shall be borne by Seller. If required by applicable Law, Buyer will, and will cause its Affiliates to, join in the execution of any such Tax Returns.

Appears in 3 contracts

Sources: Purchase Agreement (Body & Mind Inc.), Membership Interest Purchase Agreement (Body & Mind Inc.), Membership Interest Purchase Agreement (Body & Mind Inc.)

Transfer Taxes. All Notwithstanding any other provision of this Agreement, all transfer, registration, stamp, documentary, sales, use, stamp, registration, value added sales and other such Taxes and fees similar taxes (including all applicable real estate transfer or gains taxes), and any penalties penalties, interest and interest) additions to tax, incurred in connection with this Agreement (including any real property or the transfer Tax of the Business and any other similar Tax) the Transferred Assets shall be borne the responsibility of and be timely paid by Seller. Seller and Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto in the timely making of all filings, returns, reports and forms as necessary)may be required in connection therewith.

Appears in 3 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement (Vishay Intertechnology Inc), Asset Purchase Agreement (Kemet Corp)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid equally by Buyer and Seller when due. Buyer Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 3 contracts

Sources: Asset Purchase Agreement (Micronet Enertec Technologies, Inc.), Asset Purchase Agreement (Micronet Enertec Technologies, Inc.), Asset Purchase Agreement (Information Services Group Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) the documents to be delivered hereunder shall be borne and paid by Buyer Transferor when due. Buyer Transferor shall, at its own expense, timely file any Tax Return tax return or other document with respect to such Taxes taxes or fees (and Seller Transferee shall cooperate with respect thereto as necessary).

Appears in 3 contracts

Sources: Contribution Agreement (Inseego Corp.), Asset Transfer Agreement, Asset Transfer Agreement

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax tax and any other similar Taxtax) shall be borne and paid by Buyer Seller when due. Buyer Seller shall, at its own expense, timely file any Tax Return tax return or other document with respect to such Taxes taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 3 contracts

Sources: Asset Purchase Agreement (MR2 Group, Inc.), Asset Purchase Agreement (MR2 Group, Inc.), Asset Purchase Agreement (MR2 Group, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other documents executed in connection herewith (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer Seller when due. Buyer Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 3 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement (Trans Lux Corp), Asset Purchase Agreement (Trans Lux Corp)

Transfer Taxes. All transfer, documentary, sales, use, value added, goods and services, gross receipts, excise, recording, conveyance, stamp, registration, value added registration and other such Taxes and similar taxes, charges or fees (including any penalties and interest) incurred (“Transfer Taxes”) imposed in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer the Company Shareholders when due. Buyer , and such Company Shareholders shall, at its their own expense, timely prepare and file any all necessary Tax Return or Returns and other document documentation with respect to all such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Transfer Taxes.

Appears in 2 contracts

Sources: Share Purchase Agreement (Mobileye Global Inc.), Share Purchase Agreement (JFrog LTD)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added stock transfer Taxes and other such Taxes (including all applicable real estate transfer or gains Taxes) and related fees (including any penalties penalties, interest and interestadditions to Tax) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) the transactions contemplated hereby shall be borne and paid by Buyer when due. Buyer shallthe Stockholder and the Stockholder shall timely make all filings, at its own expensereturns, timely file any reports and forms as may be required to comply with the provisions of such Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)laws.

Appears in 2 contracts

Sources: Stock Exchange Agreement (Designer Holdings LTD), Stock Exchange Agreement (Charterhouse Equity Partners Ii Lp)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added added, and other such similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall or the transactions contemplated by this Agreement, will be borne and paid by Buyer the Seller when due. Buyer shall, and the Seller will, at its own expense, timely file any all necessary Tax Return or Returns and other document documentation with respect to all such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)fees.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Measurement Specialties Inc), Stock Purchase Agreement (Measurement Specialties Inc)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added stamp and other such Taxes taxes and fees (including any penalties and interestinterest thereon) incurred in connection with the transactions contemplated by this Agreement (including any real property transfer Tax and any other similar Taxtogether, “Transfer Taxes”) shall be borne and paid by the Buyer when due. , and the Buyer shall, at its own expense, timely file any Tax Return or all necessary tax returns and other document documentation with respect to all such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Transfer Taxes.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Eco Innovation Group, Inc.), Asset Purchase Agreement (Home Bistro, Inc. /NV/)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real unsecured personal property transfer Tax and any other similar Taxtax to county tax collectors) that are attributable to Seller under state or federal tax Law shall be borne and paid by Buyer Seller when due. Buyer Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Sources: Asset Purchase Agreement (Concierge Technologies Inc), Asset Purchase Agreement (Concierge Technologies Inc)

Transfer Taxes. All transfer, stamp, documentary, sales, use, stamp, registration, value value-added and other such similar Taxes and fees (including any penalties and interestall applicable real estate transfer Taxes) incurred in connection with this Agreement and the transactions contemplated hereby (including any real property transfer Tax and any other similar Tax“Transfer Taxes”) shall will be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Buyer.

Appears in 2 contracts

Sources: Agreement to Assign (Centennial Resource Development, Inc.), Agreement to Assign (Centennial Resource Development, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added registration and other such Taxes and fees (fees, including any penalties and interestinterest ("Transfer Taxes") incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due (other than Additional Taxes payable by Buyer when due. Buyer shallin accordance with Section 10.1(a)), and Seller will, at its own expense, timely file any all necessary Tax Return or Returns and other document documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes or fees (and Seller shall cooperate with respect thereto as necessary)fees.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Gryphon Holdings Inc), Stock Purchase Agreement (Gryphon Holdings Inc)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Transactional Agreements (including any real property transfer Tax and any other similar Tax) shall be borne and paid when due in equal proportions by Buyer when duePurchaser on the one hand and Securityholders on the other hand. Buyer shall, at its own expense, Purchaser shall timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)fees.

Appears in 2 contracts

Sources: Merger Agreement (Instructure Inc), Merger Agreement (Instructure Inc)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid equally by Buyer Buyer, on the one hand, and the Sellers, on the other hand, when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Sellers shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Sources: Stock Purchase Agreement, Stock Purchase Agreement (IHS Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer Sellers when due. Buyer Sellers shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Sources: Asset Purchase Agreement (Patrick Industries Inc), Asset Purchase Agreement (Csa Holdings Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamptransfer, filing, recordation, registration, value added and other similar Taxes and fees arising from or associated with the transactions contemplated by this Agreement, whether levied on Buyer or Sellers or their respective Affiliates, shall be paid by Buyer, and Buyer shall file all necessary documentation with respect to, and make all payments of, such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due. Buyer shall, at its own expense, on a timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)basis.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Key Energy Services Inc), Asset Purchase Agreement (Patterson Uti Energy Inc)

Transfer Taxes. All transfer, documentary, sales, use, stampregistration and real property transfer or gains tax, registrationstamp tax, value added excise tax, stock transfer tax and other such Taxes similar taxes with respect to the transactions contemplated by this Agreement (collectively, “Transfer Taxes”), and fees (including any penalties and interest) incurred penalties, interest or other additions with respect to the Transfer Taxes, shall be paid entirely by the Buyer. Any tax returns that must be filed in connection with this Agreement (including any real property transfer Tax Transfer Taxes will be prepared and any other similar Tax) shall be borne and paid filed by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Buyer.

Appears in 2 contracts

Sources: Limited Liability Company Interest Purchase Agreement (Fomo Corp.), Limited Liability Company Interest Purchase Agreement (Fomo Corp.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such similar Taxes and fees (including any penalties and interest) incurred in connection with the operation of the Business or this Agreement (including any real property transfer Tax and any the other similar Tax) Transaction Documents shall be borne and paid by Buyer Sellers when due. Buyer , and Sellers shall, at its their own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Sources: Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.), Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.)

Transfer Taxes. All transfer, documentaryexcise, sales, use, transfer (including real property transfer or gains), stamp, registrationdocumentary, value added filing, recordation and other such similar Taxes and fees (including which may be imposed or assessed as a result of the transactions effected pursuant to this Agreement, together with any interest, additions or penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax respect thereto and any other similar Tax) interest in respect of such additions or penalties, shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)the Sellers.

Appears in 2 contracts

Sources: Merger Agreement (Equivest Finance Inc), Stock Purchase Agreement (Equivest Finance Inc)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added registration and other such Taxes (including all applicable real estate transfer or gains Taxes) and related fees (including any penalties penalties, interest and interestadditions to Tax) incurred in connection with respect to the Shares pursuant to this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne by Buyer. Except as required by applicable Law, Buyer shall prepare, execute and paid by Buyer when due. Buyer shall, at its own expense, file all Tax Returns and other documentation on a timely file basis as may be required to comply with the provisions of any such Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Laws.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Penn National Gaming Inc), Securities Purchase Agreement (St Louis Riverboat Entertainment Inc)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Sources: Securities Purchase Agreement (TILT Holdings Inc.), Securities Purchase Agreement

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller or Buyer when duedue as is customary. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Sources: Stock Purchase Agreement (Wavedancer, Inc.), Asset Purchase Agreement (DropCar, Inc.)

Transfer Taxes. All Any transfer, documentary, sales, use, stamp, registration, value added registration and other such similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) or the transactions contemplated herein shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)the Seller.

Appears in 2 contracts

Sources: Membership Interest Purchase Agreement (Avalon GloboCare Corp.), Membership Interest Purchase Agreement (Avalon GloboCare Corp.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement the Merger (including any real property transfer Tax and any other similar Tax) (“Transfer Taxes”) shall be borne and paid 50% by Buyer when due. Buyer the Stockholders and 50% by Parent, and the party required by applicable Law shall, at its own expense, timely file any all necessary Tax Return or Returns and other document documentation with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Transfer Taxes.

Appears in 2 contracts

Sources: Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.), Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added recording and other such similar Taxes and fees (including any penalties and interest) incurred that are imposed on any of the parties by any taxing authority in connection with the transactions contemplated by this Agreement (including any real property transfer collectively, (“Transfer Taxes”) and all expenses of filing Tax and any other similar Tax) shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document Returns with respect to such Taxes or fees (shall be borne by Seller. Seller and Seller the Buye shall cooperate in timely making all filings, returns, reports and forms as necessary or appropriate to comply with respect thereto as necessary)the provisions of all applicable Tax Laws in connection with the payment of such Transfer Taxes.

Appears in 2 contracts

Sources: Purchase and Sale Agreement (Cleanspark, Inc.), Membership Interest Purchase Agreement (Cleanspark, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by the Buyer when due. The Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller the Company shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Sources: Stock Purchase Agreement (BIMI International Medical Inc.), Stock Purchase Agreement (BIMI International Medical Inc.)

Transfer Taxes. All Notwithstanding any other provision of this Agreement, all transfer, registration, stamp, documentary, sales, useuse and similar taxes (including, stampwithout limitation, registrationall applicable real estate transfer or gains taxes), value added and other such Taxes any penalties, interest and fees (including any penalties and interest) additions to tax, incurred in connection with this Agreement (including any real property or the transfer Tax of the Business and any other similar Tax) the Transferred Assets shall be borne the responsibility of and be timely paid by Buyer when dueSeller. Buyer shallSeller, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (Parent and Seller Purchaser shall cooperate with respect thereto in the timely making of all filings, returns, reports and forms as necessary)may be required in connection therewith.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Standard Management Corp), Asset Purchase Agreement (Standard Management Corp)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added added, and other such similar Taxes and fees (including any penalties and interestinterest thereon) incurred in connection with the consummation of the transactions contemplated by this Agreement (including any real property transfer Tax Agreement, and any other similar Tax) filing expenses associated therewith, shall be borne and timely paid by Buyer when due. , and Buyer shall, at its own expense, timely shall file any all necessary Tax Return or Returns and other document documentation with respect to all such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)fees.

Appears in 2 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement (Peabody Energy Corp)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added registration and other such Taxes Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with the consummation of the transactions contemplated by this Agreement (including any real property transfer Tax and any other similar Tax“Transfer Taxes”) shall be borne and paid by Buyer when dueBuyer. Buyer shall, at its own expense, timely file any all necessary Tax Return or Returns and other document documentation with respect to all such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Transfer Taxes.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Apollo Medical Holdings, Inc.), Stock and Asset Purchase Agreement (GateHouse Media, Inc.)

Transfer Taxes. All sales, use, transfer, documentary, sales, use, stamp, registration, value added and other such similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) the Transactions shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely The parties shall cooperate to file any all necessary Tax Return or Returns and other document documentation with respect to all such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Taxes.

Appears in 2 contracts

Sources: Stock Purchase Agreement, Stock Purchase Agreement (AutoTrader Group, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne shared equally by the Buyer and paid by Buyer when duethe Sellers. The Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller the Sellers shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Sources: Equity Interest Purchase Agreement, Equity Interest Purchase Agreement

Transfer Taxes. All transfer, documentary, sales, use, value-added, stamp, registrationand registration Taxes, value added all conveyance fees, recording fees, and deed stamps, and all other such Taxes and fees (including any penalties and interest) incurred in connection with any of the transactions under this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due. Buyer shallBuyer, at its own expense, timely file either directly or through reimbursement of Seller (if any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessaryare initially paid by Seller).

Appears in 2 contracts

Sources: Stock Purchase Agreement, Stock Purchase Agreement (Monotype Imaging Holdings Inc.)

Transfer Taxes. All transfer, documentary, sales, use, value added, goods and services, gross receipts, excise, recording, conveyance, stamp, registration, value added and capital gain or other such similar Taxes and or fees (including any penalties and interest) incurred (“Transfer Taxes”) imposed in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer the Company Shareholders when due. Buyer , and Person(s) required to do so under applicable Law shall, at its their own expense, timely file any all necessary Tax Return or Returns and other document documentation with respect to all such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Transfer Taxes.

Appears in 2 contracts

Sources: Share Purchase Agreement, Share Purchase Agreement (Mimecast LTD)

Transfer Taxes. All Any transfer, documentary, sales, use, stamp, registration, value added and other such similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer the Seller when due. The Seller and the Buyer shall, at its own expense, shall cooperate as necessary to timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)fees.

Appears in 2 contracts

Sources: Asset Purchase Agreement (VOXX International Corp), Asset Purchase Agreement (VOXX International Corp)

Transfer Taxes. All transfer, documentary, sales, use, registration, documentary, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) the Ancillary Documents, if any, shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Sources: License Purchase Agreement (Planet 13 Holdings Inc.), License Purchase Agreement

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added real and personal property transfer Taxes or other such similar Taxes and fees (including any penalties and interest) incurred in connection with arising out of the consummation of the transactions contemplated by this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne by and paid directly to the applicable Governmental Authorities in equal amounts by Buyer when due. Buyer shallBuyers and Sellers or, at its own expenseif Sellers are required to remit such Taxes, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyers shall cooperate with respect thereto as necessary)promptly reimburse Sellers for their portion therefor.

Appears in 2 contracts

Sources: Asset Purchase Agreement (PBF Energy Inc.), Asset Purchase Agreement (PBF Energy Inc.)

Transfer Taxes. All state and local transfer, documentary, sales, use, stamp, registration, value added registration and other such Taxes and fees (fees, including any penalties and interest, ("Transfer Taxes") incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer Buyers when due. Buyer shall, and Sellers will, at its their own expense, timely file any all necessary Tax Return or Returns and other document documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes or fees (and Seller shall cooperate with respect thereto as necessary)fees.

Appears in 1 contract

Sources: Stock Purchase Agreement (Florida Rock Industries Inc)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid fifty percent (50%) by Buyer Seller and fifty percent (50%) by Buyer, in each case when due. Buyer Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Asset Purchase Agreement (Hunt J B Transport Services Inc)

Transfer Taxes. All stamp, transfer, documentary, sales, use, stampvalue added, registration, value added property, excise and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax“Transfer Taxes”) shall be borne by Buyer. All Tax Returns and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document documentation with respect to Transfer Taxes shall be prepared and filed by the Party required to file such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Tax Returns under applicable Law.

Appears in 1 contract

Sources: LLC Membership Interest Purchase Agreement (Zomedica Corp.)

Transfer Taxes. All transfer, documentary, sales, use, use stamp, registration, value added registration and other such Taxes Taxes, and any conveyance fees or recording charges (including any penalties and interestcollectively, “Transfer Taxes”) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) the Contemplated Transactions shall be borne and paid by Buyer when dueBuyer. Buyer shall, at its own expense, timely shall prepare and file any all necessary Tax Return or other document Returns with respect to all such Transfer Taxes or fees (and, if required by applicable law, Seller will join in the execution and Seller shall cooperate with respect thereto as necessary)delivery of any such Tax Return.

Appears in 1 contract

Sources: Share Purchase Agreement (Gymboree Corp)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid fifty percent (50%) by Seller, and fifty percent by Buyer (50%), when due. Buyer shall, at its own expense, Seller shall timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary, and shall evenly divide such related expenses with Seller).

Appears in 1 contract

Sources: Asset Purchase Agreement (RE/MAX Holdings, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest, which are part of the definition of Taxes) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Taxif any) shall be borne and paid by Buyer ▇▇▇▇▇ as and when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Transfer Taxes or fees (and Seller Stockholders Agent shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Agreement and Plan of Merger (Modine Manufacturing Co)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value value-added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Sellers shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Share Purchase Agreement (Flora Growth Corp.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid equally by Buyer and Seller when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Asset Purchase Agreement (Aetrium Inc)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax tax and any other similar Taxtax) shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return tax return or other document with respect to such Taxes taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Stock Purchase Agreement (Core AI Holdings, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement the Transactions (including any real property Real Property transfer Tax and any other similar Tax) shall be borne and paid by Buyer, and Buyer when due. Buyer shall, at its own expense, timely will file any all necessary Tax Return or Returns and other document documentation with respect to all such Taxes or and fees (the cost of which shall be borne by Buyer), and, if required by Applicable Law, the Company will, and Seller shall cooperate with respect thereto as necessary)will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Sources: Stock Purchase Agreement (First Bancshares Inc /MS/)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) (“Transfer Taxes”) shall be borne and paid by Buyer when dueSeller. Buyer Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Stock Purchase Agreement (Scott's Liquid Gold - Inc.)

Transfer Taxes. All transfer, documentaryexcise, sales, use, value-added, transfer (including real property transfer or gains), stamp, registrationdocumentary, value added filing, recordation, registration and other such Taxes similar taxes, together with any interest, additions, fines, costs or penalties thereon and fees (including any interest in respect of any additions, fines, costs or penalties and interest) incurred imposed in connection with this Agreement and the transactions contemplated hereby (including any real property transfer Tax and any other similar Taxcollectively “Transfer Taxes”) shall be borne equally by the Purchaser and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and the Seller shall cooperate with respect thereto as necessary)Parties.

Appears in 1 contract

Sources: Subscription Agreement (Emergent Capital, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Sellers shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Stock Purchase Agreement (Aqua Power Systems Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer [***] when due. Buyer Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Asset Purchase Agreement (Horizon Therapeutics Public LTD Co)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes taxes and fees (including any penalties and interest) incurred in connection with the Transactions, this Agreement and the other applicable Transaction Documents (including any real property transfer Tax tax and any other similar Taxtax) shall be borne and paid by Buyer Seller when due. Buyer Seller shall, at its Seller's own expense, timely file any Tax Return tax return or other document required to be filed or reported in connection with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)the Transactions.

Appears in 1 contract

Sources: Stock Purchase Agreement (American Caresource Holdings, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes taxes and fees (including any kind whatsoever in the nature of taxes imposed by any United States federal, state, local or foreign or other taxing authority and any penalties and interestinterest arising therefrom) incurred in connection with this Agreement (including any real property and/or resulting from the transfer Tax and any other similar Tax) of Issued Shares contemplated hereunder shall be borne and paid by Buyer when duePurchaser. Buyer Purchaser shall, at its his own expense, timely file any Tax Return tax return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)taxes.

Appears in 1 contract

Sources: Joint Filing Agreement (Aria Renewable Energy Systems LLC)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added value-added, and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Asset Purchase Agreement (Digipath, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added added, and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any Ancillary Documents, if any, other similar Tax) than real estate transfer taxes which shall be borne in accordance with Exhibit C, shall be borne and paid by Buyer Purchaser when due. Buyer Purchaser shall, at its own expense, timely file any Tax Return return or other document with respect to any such Taxes or fees (and Seller the Sellers shall reasonably cooperate with respect thereto as necessaryto such filings).

Appears in 1 contract

Sources: Asset Purchase Agreement (Lazydays Holdings, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added added, and other such similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall or the transactions contemplated by this Agreement, will be borne and paid by Buyer the Seller when due. Buyer shall, and the Seller will, at its his own expense, timely file any all necessary Tax Return or Returns and other document documentation with respect to all such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)fees.

Appears in 1 contract

Sources: Equity Purchase Agreement (Safe-T Group Ltd.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added added, and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) Ancillary Documents, if any, shall be borne and paid by Buyer each Seller when due. Buyer Each Seller shall, at its own expense, timely file any Tax Return return or other document with respect to any such Taxes or fees (and Seller Purchaser shall reasonably cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Asset Purchase Agreement (Lazydays Holdings, Inc.)

Transfer Taxes. All Any transfer, documentary, sales, use, stamp, registration, value added registration and other such similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Contributors.

Appears in 1 contract

Sources: Contribution Agreement (AAC Holdings, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement or the transactions contemplated by this Agreement (including any real property transfer Tax and any other similar Tax) (collectively, “Transfer Taxes”) shall be borne and paid by Buyer the Indemnification Shareholders or the Shareholder Representative when due. Buyer shallThe Company, at its own expensethe expense of the Shareholder Representative, shall timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)fees.

Appears in 1 contract

Sources: Merger Agreement (Realpage Inc)

Transfer Taxes. All transfer, documentary, Any and all sales, use, stamptransfer, value added, documentary, filing, recordation, registration, value added and or other such similar Taxes and fees (including any penalties and interest) incurred in connection with arising from the transactions contemplated by this Agreement (including any real property transfer Tax and any other similar Tax“Transfer Taxes”) shall be borne and paid by Buyer when duethe Sellers. Buyer shallThe Person(s) required to do so by applicable law shall (at the cost and expense of the Sellers) timely file, at its own expenseor cause to be timely filed, timely file any all necessary Tax Return or Returns and other document documentation with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)any Transfer Taxes.

Appears in 1 contract

Sources: Stock Purchase Agreement (Intuitive Machines, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer Sellers when due. Buyer Sellers shall, at its their own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary). The parties agree to reasonably cooperate with each other in connection with the preparation and filing of such Tax Returns.

Appears in 1 contract

Sources: Asset Purchase Agreement (Buffalo Wild Wings Inc)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when dueSeller. Buyer Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)fees.

Appears in 1 contract

Sources: Asset Purchase Agreement (RE/MAX Holdings, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Transfer Taxes and fees (including any penalties and interest) incurred in connection with transactions contemplated by this Agreement (including including, for the avoidance of doubt, any real property transfer Tax and any other similar Tax) shall be borne and paid by 50% by Buyer and 50% by Seller when due. Buyer shall, at its own expense, timely file any The parties shall cooperate and share the expenses of preparing and filing all necessary Tax Return or other document Returns with respect to all such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Taxes.

Appears in 1 contract

Sources: Stock Purchase Agreement (Masco Corp /De/)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added registration and other such Taxes taxes, if any, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer Sellers when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Securities Purchase Agreement (Athens Acquisition LLC)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer Hightimes Parties when due. Buyer Hightimes Parties shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller the Company shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Stock Purchase Agreement (Lucy Scientific Discovery, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer Seller when due. Buyer Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Asset Purchase Agreement (Kubient, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid equally by Buyer Group and Seller when due. Buyer Group shall, at its their own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Stock Purchase Agreement (AgEagle Aerial Systems Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer *** when due. Buyer Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Asset Purchase Agreement (Hyperion Therapeutics Inc)

Transfer Taxes. All transfertransfer (including Taxes related to the transfer of real property), documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred imposed in connection with this Agreement the Transaction (including any real property transfer Tax and any other similar Tax“Transfer Taxes”) shall will be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)the [***].

Appears in 1 contract

Sources: Share Purchase Agreement (NortonLifeLock Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer the Stockholder Representative (on behalf of the Effective Time Holders) when due. Buyer shall, at its own expense, Parent shall timely file any Tax Return or other document with respect to such Taxes or fees (and Seller the Stockholder Representative shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Merger Agreement (Harvard Bioscience Inc)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property Real Property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return tax return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Stock Purchase Agreement (Fortium Holdings Corp.)

Transfer Taxes. All transfer, registration, stamp, documentary, sales, use, stamp, registration, value added use and other such similar Taxes (including all applicable real estate transfer or gains Taxes and fees (including transfer Taxes), any penalties penalties, interest and interest) incurred in connection with this Agreement (including any real property transfer additions to Tax and any other similar Tax) shall be borne by the Purchasers. The Sellers and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller the Purchasers shall cooperate with respect thereto in the timely making of all filings, returns, reports and forms as necessary)may be required in connection therewith.

Appears in 1 contract

Sources: Stock Purchase Agreement (Teco Energy Inc)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with transactions contemplated by this Agreement (including any real property transfer Tax tax and any other similar Tax) shall be borne and paid by Buyer the Sellers when due. Buyer shall, and the Sellers will, at its own expense, timely file any all necessary Tax Return or returns and other document documentation with respect to all such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)fees, and, if required by applicable law, Buyer will, and will cause its Affiliates to, join in the execution of any such Tax returns and other documentation.

Appears in 1 contract

Sources: Stock Purchase Agreement (BWAY Holding CO)

Transfer Taxes. All transfer, documentary, sales, use, transaction privilege, stamp, registration, value added registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) collectively, “Transfer Taxes”), if any, shall be borne by Buyer and shall be paid by Buyer when due. Buyer shallSeller, at its own Buyer’s expense, timely shall file any Tax Return or all necessary tax returns and other document documentation with respect to all such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Transfer Taxes.

Appears in 1 contract

Sources: Asset Purchase Agreement (Premier Holding Corp.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added added, and other such similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall or the transactions contemplated by this Agreement, will be borne and paid when due by Buyer when due. Buyer shallthe Equityholders, and the Person(s) required by applicable law will, at its own expensethe expense of the Equityholders, timely cooperate with the Equityholders to file any all necessary Tax Return or Returns and other document documentation with respect to all such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)fees.

Appears in 1 contract

Sources: Merger Agreement (Connecture Inc)

Transfer Taxes. All transfer, documentary, sales, use, stampvalue added, registration, value added registration and other such Taxes (including all applicable real estate transfer or gains Taxes) and related fees (including any penalties penalties, interest and interestadditions to Tax) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) the transactions contemplated hereby shall be borne and paid 50% by Buyer when due. and 50% by Seller, and Seller and Buyer shall, at its own expense, timely shall each file any all appropriate Tax Return or other document Returns as may be required with respect to such Taxes or fees (Taxes. Seller and Seller Buyer shall cooperate with respect thereto in timely making all Tax Returns as necessary)may be required to be filed in the preceding sentence.

Appears in 1 contract

Sources: Merger Agreement (DealerTrack Holdings, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) (collectively, “Transfer Taxes”) shall be borne and paid by Buyer when duethe Shareholders. Buyer Equityholder Representative shall, at its own the Shareholders’ cost and expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller the Parent shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Merger Agreement (OncoCyte Corp)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such similar Taxes and fees (including any additional amounts, penalties and interest) incurred in connection with the transactions provided for in this Agreement (including any real property transfer Tax and any other similar Tax“Transfer Taxes”) shall be borne by Buyer, and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Transfer Taxes.

Appears in 1 contract

Sources: Unit Purchase Agreement (Boulder Brands, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes taxes and fees (fees, including any penalties and interest) interest thereon, incurred in connection with this Agreement and the Transaction Documents (including any real property transfer Tax and any other similar Taxthe “Transfer Taxes”) shall be borne and paid by Buyer when duethe Transferor. Buyer Transferee shall, at its own expense, timely file any Tax Return tax return or other document with respect to such Transfer Taxes or fees (and Seller Transferor shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Asset Purchase Agreement (Inpixon)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne paid equally by Seller and paid by Buyer when due. Buyer Seller shall, at its own expenseexpense and subject to Buyer approval of the preparation thereof, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyers shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Asset Purchase Agreement (Xenetic Biosciences, Inc.)

Transfer Taxes. All Any transfer, stamp, documentary, sales, use, stamp, registration, value value-added and other such similar Taxes and fees (including any penalties and interestall applicable real estate transfer Taxes) incurred in connection with this Agreement and the Transactions (including any real property transfer Tax and any other similar Tax) “Transfer Taxes”), shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)the Company Securityholders.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Five9, Inc.)

Transfer Taxes. All transfer, real estate transfer, stamp, documentary, sales, use, stamp, registration, value value-added and other such similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement the Transaction (including any real property transfer Tax and any other similar Tax“Transfer Taxes”) shall be borne and paid by Buyer when duethe Purchaser. Buyer shall, at its own expense, The Purchaser shall file or cause to be filed in a timely file any manner all necessary documents (including all Tax Return or other document Returns) with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Transfer Taxes.

Appears in 1 contract

Sources: Interest Purchase and Sale Agreement (First Solar, Inc.)

Transfer Taxes. All transfer, excise, documentary, sales, use, stamp, registration, value added and other such similar Taxes and fees (including any penalties and interest) incurred in connection with the consummation of the transactions contemplated by this Agreement (including any real property transfer Tax and any other similar Taxthe “Transfer Taxes”) shall be borne and paid by Buyer, and Buyer when due. Buyer shall, at its own expense, will timely file any all necessary Tax Return or Returns and other document documentation with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)all Transfer Taxes.

Appears in 1 contract

Sources: Asset Purchase Agreement (Dynasil Corp of America)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Transaction (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer the Seller when due. Buyer The Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller the Purchaser shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Asset Purchase Agreement (MultiPlayer Online Dragon, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne divided equally between Buyer and Seller and paid by Buyer when due. Buyer shall, at its own expense, The parties shall cooperate to timely file any Tax Return or other document with respect to such Taxes or fees (fees, and Seller shall cooperate obtain any available exemption reasonably available with respect thereto as necessary)to such Taxes or fees.

Appears in 1 contract

Sources: Asset Purchase Agreement (Inuvo, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid equally by Buyer when dueand Seller. Buyer Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate reasonably with respect thereto as necessarythereto).

Appears in 1 contract

Sources: Stock Purchase Agreement (CBIZ, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne shared equally between Buyer and paid by Buyer when dueSeller. Buyer Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Asset Purchase Agreement (Home Bancshares Inc)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer Seller when due. Buyer Seller shall, at its Seller’s own expense, timely file any Tax Return or other document required to be filed by Seller with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Purchase and Sale Agreement (U.S. Gold Corp.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when duethe respective Seller that such tax relates to. Buyer Each Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)fees.

Appears in 1 contract

Sources: Asset Purchase Agreement (RE/MAX Holdings, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, value-added, stamp, registration, value added registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall or the Transactions must be borne and paid by Buyer Seller when due. Buyer , and Seller shall, at its own expense, timely file any all necessary Tax Return or Returns and other document documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes or fees (and Seller shall cooperate with respect thereto as necessary)fees.

Appears in 1 contract

Sources: Asset Purchase Agreement (Merit Medical Systems Inc)

Transfer Taxes. All Buyer shall bear all transfer, documentary, sales, use, stamp, registration, value added and other such similar Taxes and fees (including any penalties and interest) incurred in connection with transactions contemplated by this Agreement (including any real property transfer Tax tax and any other similar Tax) shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Sources: Purchase Agreement (Copano Energy, L.L.C.)