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 and the documents to be delivered hereunder shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 24 contracts

Samples: Asset Purchase Agreement (Ventyx Biosciences, Inc.), Asset Purchase Agreement (Standard Diversified Inc.), Asset Purchase Agreement (Frelii, Inc.)

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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 documents to be delivered hereunder Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due. 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 Buyer shall cooperate with respect thereto as necessary).

Appears in 14 contracts

Samples: Intellagents, LLC Asset Purchase Agreement (LZG International, Inc.), Asset Purchase Agreement (Cloudastructure, Inc.), Asset Purchase Agreement (Beam Global)

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 documents to be delivered hereunder other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller Buyer when due. Seller 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 Buyer Seller shall cooperate with respect thereto as necessary).

Appears in 13 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Astec Industries Inc), Asset Purchase Agreement (Perseon Corp)

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 documents to be delivered hereunder other Transaction Documents, if any, shall be borne and paid by Seller when due. 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 Buyer shall cooperate with respect thereto as necessary).

Appears in 11 contracts

Samples: Option Agreement (VidAngel, Inc.), Asset Purchase Agreement (AmpliTech Group, Inc.), Asset Purchase Agreement (NuZee, 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 and the documents to be delivered hereunder other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due. 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 Buyer shall cooperate with respect thereto as necessary).

Appears in 11 contracts

Samples: Asset Purchase Agreement (Innovative Food Holdings Inc), Asset Purchase Agreement (Byrna Technologies Inc.), Purchase and Assumption Agreement (Customers Bancorp, 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 and the documents to be delivered hereunder Other Agreements (including any real property transfer Tax and any similar Tax) shall be borne and paid by Seller when due. 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 Buyer shall cooperate with respect thereto as necessary).

Appears in 9 contracts

Samples: 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 Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and the documents to be delivered hereunder any other similar Tax) shall be borne and paid by Seller Buyer when due. Seller 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 Buyer Seller shall cooperate with respect thereto as necessary).

Appears in 9 contracts

Samples: Membership Interest Purchase Agreement (Leucadia National Corp), Stock Purchase Agreement (Apricus Biosciences, Inc.), Securities Exchange Agreement (Humbl, 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 documents to be delivered hereunder shall be borne and paid by Seller Buyer when due. Seller Buyer shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer Seller shall cooperate with respect thereto as necessary).

Appears in 8 contracts

Samples: Purchase and Sale Agreement (Liquidity Services Inc), Asset Purchase Agreement (Gas Natural Inc.), Asset Purchase Agreement (Select-Tv Solutions, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, registration, documentary, stamp, registration, value added and other such taxes Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the documents to be delivered hereunder other Transaction Documents, if any, shall be borne and paid by Seller Buyer when due. Seller 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 Buyer Seller shall cooperate with respect thereto as necessary).

Appears in 6 contracts

Samples: Asset Purchase Agreement (Bit Brother LTD), Asset Purchase Agreement (Salona Global Medical Device Corp), Asset Purchase Agreement (Predictive Oncology Inc.)

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

Appears in 5 contracts

Samples: Asset Purchase Agreement (Ophthalmic Imaging Systems), Asset Purchase Agreement (Ophthalmic Imaging Systems), Asset Purchase Agreement (Ophthalmic Imaging Systems)

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 documents to be delivered hereunder shall be borne and paid by Seller Buyer when due. Seller Buyer shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer Sellers shall cooperate with respect thereto as necessary).

Appears in 5 contracts

Samples: Asset Purchase Agreement (SmartStop Self Storage, Inc.), Asset Purchase Agreement (SmartStop Self Storage, Inc.), Asset Purchase Agreement (SmartStop Self Storage, 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 incurred, imposed or assessed in connection with the transactions contemplated by this Agreement and the documents to be delivered hereunder (“Transfer Taxes”) shall be borne and paid by Seller when due. Seller shallshall timely pay any Transfer Taxes and, at its own expense, timely file any tax return Tax Return or other document with respect to such taxes Taxes or fees (and Buyer and Seller shall cooperate with respect thereto as necessary).

Appears in 4 contracts

Samples: Asset Purchase Agreement (Trulieve Cannabis Corp.), Asset Purchase Agreement (Trulieve Cannabis Corp.), Asset Purchase Agreement (Trulieve Cannabis Corp.)

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 documents to be delivered hereunder other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller Sellers when due. Seller Sellers shall, at its their own expense, timely file any tax return Tax Return or other document with respect to such taxes Taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 4 contracts

Samples: Asset Purchase Agreement (Kirby Corp), Asset Purchase Agreement, Asset Purchase Agreement (Sprague Resources LP)

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 documents to be delivered hereunder shall be borne and paid by Seller Transferor when due. Seller Transferor shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer Transferee shall cooperate with respect thereto as necessary).

Appears in 3 contracts

Samples: Asset Transfer Deed, Contribution Agreement (Inseego Corp.), Asset Transfer Deed

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 documents to be delivered hereunder Ancillary Documents (including any transfer tax and any other similar tax) shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 3 contracts

Samples: 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 Taxes and fees (including any penalties and interest) incurred in connection with this Agreement Agreement, the transactions contemplated and the documents to be delivered hereunder shall be borne and paid by Seller when dueBuyer. Seller 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 Buyer Seller shall cooperate with respect thereto as necessary).

Appears in 3 contracts

Samples: Asset Purchase Agreement (Grilled Cheese Truck, Inc.), Asset Purchase Agreement (Grilled Cheese Truck, Inc.), Asset Purchase Agreement (Grilled Cheese Truck, Inc.)

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

Appears in 3 contracts

Samples: Purchase Agreement (Orbital Energy Group, Inc.), Share Purchase Agreement (Orbital Energy Group, Inc.), Share Purchase Agreement (Orbital Energy Group, Inc.)

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

Appears in 3 contracts

Samples: Asset Purchase Agreement (Bioadaptives, Inc.), Asset Purchase Agreement (Merit Medical Systems Inc), Asset Purchase Agreement (Bioadaptives, 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 and the documents to be delivered hereunder Ancillary Documents shall be borne and paid by Seller when due. 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 Buyer shall cooperate with respect thereto as necessary).

Appears in 3 contracts

Samples: Asset Purchase Agreement (Cryo Cell International Inc), Asset Purchase Agreement (Intellinetics, Inc.), Asset Purchase Agreement (Hudson Global, 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 and the documents to be delivered hereunder shall be borne and paid by Seller Sellers when due. Seller Sellers shall, at its their own expense, timely file any tax return Tax Return or other document with respect to such taxes Taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 3 contracts

Samples: Asset Purchase Agreement (Interactive Strength, Inc.), Asset Purchase Agreement (Interactive Strength, Inc.), Asset Purchase Agreement (Interactive Strength, Inc.)

Transfer Taxes. All stamp, transfer, documentary, sales, sales and use, stampvalue added, registration, value added registration and other such taxes and fees (including any penalties and interest) incurred in connection with this Purchase Agreement and the documents to be delivered hereunder transactions contemplated hereby (collectively, the “Transfer Taxes”) shall be borne and paid by Seller when duethe Selling Member. Seller shallThe Selling Member shall procure any stock transfer stamps required by, at its own expense, and properly file on a timely file any basis all necessary tax return or returns and other document documentation with respect to such taxes or fees (and Buyer shall cooperate with respect thereto as necessary)to, any of the Transfer Taxes.

Appears in 3 contracts

Samples: Put Right Agreement (Seaspan CORP), Put Right Agreement (Seaspan CORP), Put Right Agreement (Seaspan CORP)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added registration and other such taxes Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the documents to be delivered hereunder shall be borne and paid by Seller Buyer when due. Seller , and 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 (transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable Law, Buyer shall, and shall cooperate with respect thereto as necessary)cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Sanomedics, Inc.), Stock Purchase Agreement (HydroPhi Technologies Group, Inc.), Stock Purchase Agreement (Veriteq)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added registration and other such taxes similar Taxes and fees (including any penalties and interest) incurred in connection with the Transaction and this Agreement and the documents to be delivered hereunder shall be borne by Purchaser. Purchaser will file, and paid by Seller when due. Seller shallshall cooperate in the preparation and filing of, 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 (transfer, documentary, sales, use, stamp, registration and Buyer shall cooperate with respect thereto as necessary)other Taxes and fees.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Esports Entertainment Group, Inc.), Stock Purchase Agreement (Esports Entertainment Group, Inc.), Stock Purchase Agreement (EMRISE Corp)

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 other documents to be delivered hereunder executed in connection herewith (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due. 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 Buyer shall cooperate with respect thereto as necessary).

Appears in 2 contracts

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

Transfer Taxes. All transfer, documentary, sales, use, registration, documentary, stamp, registration, value added and other such taxes Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the documents to be delivered hereunder Ancillary Documents, if any, shall be borne and paid by Seller Buyer when due. Seller 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 Buyer Seller shall cooperate with respect thereto as necessary).

Appears in 2 contracts

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

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

Appears in 2 contracts

Samples: Asset Purchase Agreement (Onfolio Holdings, Inc), Asset Purchase Agreement (Onfolio 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 documents to be delivered hereunder shall be borne and paid by Seller when due. 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 Buyer shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Samples: Asset Purchase Agreement (TransBiotec, Inc.), Asset Purchase Agreement (Vapor Hub International 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 and the documents to be delivered hereunder other Transaction Documents, if any, shall be borne and paid by Seller Buyer when due. 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 Buyer shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Allarity Therapeutics, Inc.), Plan of Reorganization and Asset Purchase Agreement (Allarity 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 documents to be delivered hereunder (“Transfer Taxes”) shall be borne and paid by Seller Sellers when due. Seller Sellers shall, at its their own expense, timely file any tax return Tax Return or other document with respect to such taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Samples: Asset Transfer Agreement (Vanda Pharmaceuticals Inc.), Asset Transfer Agreement (Vanda Pharmaceuticals Inc.)

Transfer Taxes. All transfer, documentaryTransfer, 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 and the documents to be delivered hereunder shall be borne and paid by Seller when due. 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 Buyer shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Samples: Securities Purchase Agreement (NaturalShrimp Inc), Patents Purchase Agreement (NaturalShrimp Inc)

Transfer Taxes. All transferstamp, documentary, salesrecording, use, stamp, registration, value added transfer and other such sales and use taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the documents to be delivered hereunder transactions contemplated hereby shall be borne by Buyers. Buyers at their own expense shall file, to the extent required by applicable law, all necessary Tax Returns and paid by Seller when due. Seller shall, at its own expense, timely file any tax return or other document documentation with respect to all such taxes transfer or fees (sales and Buyer shall cooperate with respect thereto as necessary)use taxes.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Mirant Corp), Stock Purchase Agreement (Mirant Corp)

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 documents to be delivered hereunder Ancillary Documents (other than the Co-Pack Agreement) shall be borne and paid by Seller when due. 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 Buyer shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Paradise Inc), Asset Purchase Agreement (Seneca Foods Corp)

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 documents to be delivered hereunder transactions contemplated hereby shall be borne and paid fifty percent (50%) by Seller and fifty percent (50%) by Buyer when due. 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 Buyer shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (4Front Ventures Corp.), Membership Interest 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 documents to be delivered hereunder shall be borne and paid by Seller Sellers when due. Seller Sellers shall, at its their own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer Buyers shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sebring Software, Inc.), Asset Purchase Agreement (Sebring Software, 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 and the documents to be delivered hereunder shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any tax Tax return or other document with respect to such taxes Taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Samples: Asset Purchase Agreement (EVINE Live Inc.), Asset Purchase Agreement (CFN Enterprises Inc.)

Transfer Taxes. All transfer, registration, 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 documents to be delivered hereunder shall be borne and paid by the Seller when due. The 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 each Buyer shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Samples: Transaction Agreement (Penn National Gaming Inc), Transaction Agreement (Vici Properties 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 and the documents to be delivered hereunder Ancillary Documents (other than income tax obligations of Seller or the Shareholder) shall be borne and paid by Seller Purchaser when due. Seller Purchaser shall, at its own expense, timely file any tax return Tax Return or other document with respect to such taxes Taxes or fees (and Buyer Seller shall cooperate with respect thereto as necessary).. * * * * * * *

Appears in 1 contract

Samples: Asset Purchase Agreement (Nortech 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 documents to be delivered hereunder shall be borne equally by Buyer and Seller and paid by Seller Buyer when due. Seller Buyer shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer Seller shall cooperate with respect thereto as reasonably necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Sphere 3D Corp)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such taxes similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the documents to be delivered hereunder other Transaction Documents shall be borne and paid by Seller Buyer when due. Seller 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 Buyer Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Independence Bancshares, Inc.)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Onfolio Holdings, Inc)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value value-added and other such taxes similar Taxes and fees (including any penalties and interest“Transfer Taxes”) incurred in connection with the transactions contemplated by this Agreement and the documents to be delivered hereunder shall be borne and paid by Seller when due. Except as otherwise required by applicable Tax law, Seller shall, at its own expense, timely prepare and file any tax return or all necessary Tax Returns and other document documentation with respect to all such taxes or fees (Transfer Taxes, and Buyer provide Purchaser with a copy thereof. If required by applicable Tax law, Purchaser shall cooperate with respect thereto as necessary)join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Stock Sale and Purchase Agreement (Sorrento 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 documents to be delivered hereunder shall be borne and paid by Seller Purchaser when due. Seller Purchaser shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase 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 documents to be delivered hereunder shall be borne and paid by Seller when due. 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 Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Grilled Cheese Truck, 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 documents to be delivered hereunder shall will be borne and paid by Seller when due. Seller shall, at its own expense, will timely pay such taxes and fees and timely file and any tax return or other document with respect to such taxes or fees (and Buyer shall cooperate with respect thereto as necessary)fees.

Appears in 1 contract

Samples: Asset Purchase Agreement (Appliance Recycling Centers of America Inc /Mn)

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 documents to be delivered hereunder other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when dueSeller. 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 Buyer shall cooperate with respect thereto as necessary)fees.

Appears in 1 contract

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

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added registration and other Taxes of such taxes type and fees (including any penalties and interest) incurred in connection with this Agreement and the documents to be delivered hereunder shall be borne and paid by Seller when duethe Sellers. Seller shall, at its own expense, timely Purchaser shall cause the Company to file any tax return or all necessary Tax Returns and other document documentation with respect to all such taxes or fees (transfer, documentary, sales, use, stamp, registration and Buyer other Taxes of such type and fees, and, if required by applicable law, the Sellers shall cooperate with respect thereto as necessary)join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Enterprise Financial Services Corp)

Transfer Taxes. All To the extent not addressed in the Sale Order, all transfer, documentary, sales, use, stamp, registration, value added and other such taxes Taxes and recording, filing and other fees (including any penalties and interest) incurred in connection with this Agreement and the documents to be delivered hereunder performance of the Contemplated Transactions shall be borne and paid by Seller when duethe Sellers. Seller shall, The Sellers shall at its own expense, timely their expense file any tax return or all necessary Tax Returns and other document documentation with respect to such taxes or fees (and Buyer shall cooperate with respect thereto as necessary)items.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vista Eyecare 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 and the documents to be delivered hereunder other Transaction Documents shall be borne and paid one-half by Seller when dueBuyer and one-half by Seller. Seller shall, at its own expense, Buyer shall timely file any tax return Tax Return or other document with respect to such taxes Taxes or fees (and Buyer Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Rti Surgical, 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 documents to be delivered hereunder other Transaction Documents shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any tax return Tax Return or other document with respect to such taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Cambium Learning Group, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added registration and other such taxes Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the documents to be delivered hereunder shall be borne and paid by Seller Sellers when due. Seller , and Sellers shall, at its their own expense, timely file any tax return or all necessary Tax Returns and other document documentation with respect to all such taxes or fees (transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable Law, Buyer shall, and shall cooperate with respect thereto as necessary)cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Purchase Agreement (Intercloud Systems, 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 and the documents other Transaction Documents (including unsecured personal property tax to be delivered hereunder county tax collectors) that are attributable to Seller under state or federal tax Law shall be borne and paid by Seller when dueSeller. 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 Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Item 9 Labs Corp.)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (OVERSTOCK.COM, Inc)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Oncocyte 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 documents to be delivered hereunder other Transaction Documents shall be borne and paid by Seller Buyer when due. Seller shall, at its own expense, timely file any tax return Tax Return or other document with respect to such taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Volt Information Sciences, 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 and the documents to be delivered hereunder Transaction Documents, if any, shall be borne and paid by Seller Buyer when due. 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 Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Body & Mind Inc.)

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 and the documents to be delivered hereunder sale of the Purchased Assets shall be borne and paid equally by Seller when dueand Buyer. Seller shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Saleen Automotive, Inc.)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (American Bio Medica Corp)

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 documents to be delivered hereunder shall be borne and paid by Seller when due. 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 Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Bright Mountain Media, 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 documents to be delivered hereunder shall be borne and paid by Seller Acquirer when due. Seller Acquirer shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer Contributor shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Contribution and Sale Agreement (American Residential Properties, 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 and the documents to be delivered hereunder other Transaction Documents, if any, shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any tax return or other document with respect to such taxes Taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (KULR Technology Group, Inc.)

Transfer Taxes. All transfer, recording, documentary, sales, use, stamp, registration, value added registration and other such taxes Taxes and fees (including any related penalties and interest) incurred in connection with this Agreement and the documents to be delivered hereunder (collectively, “Transfer Taxes”) shall be borne and timely paid by Seller when due. , and Seller shall, at its own sole expense, timely file any all necessary tax return or returns and other document documentation with respect to all such taxes or fees (Transfer Taxes and fees, and, if required by applicable law, Buyer shall, and shall cooperate with respect thereto as necessary)cause their respective Affiliates to, join in the execution of any such tax returns and other documentation.

Appears in 1 contract

Samples: Asset Purchase Agreement (LandStar, Inc.)

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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 documents to be delivered hereunder shall be borne and paid by Seller Transferor, when due. Seller Transferor shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer Transferee shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Contribution Agreement (iMedia Brands, 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 and the documents to be delivered hereunder other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid equally by Seller and Buyer when due. Buyer and Seller shall, shall at its their own respective expense, timely file any tax return Tax Return or other document with respect to such taxes Taxes or fees (and Buyer and Seller shall cooperate with respect thereto as necessary), and the expenses that shall be borne equally by Seller, on the one hand, and Buyer, on the other hand.

Appears in 1 contract

Samples: Asset Purchase Agreement (Adamas One Corp.)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Peoples Financial Corp /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 documents to be delivered hereunder shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any tax return Tax Return or other document with respect to such taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Unique Fabricating, 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 and the documents to be delivered hereunder other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due; provided, however, that Buyer shall pay the transfer tax and registration fees for any vehicles included in the Purchased Assets. 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 Buyer Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Comstock Holding Companies, 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 documents to be delivered hereunder shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer shall cooperate with respect thereto as necessary)fees.

Appears in 1 contract

Samples: Asset 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 documents to be delivered hereunder shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (To the Stars Academy of Arts & Science Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added registration and other such taxes and fees (including any penalties and interest) Taxes incurred in connection with this Agreement and the documents to be delivered hereunder shall be borne and paid by Seller the Sellers when due. Seller shall, and Sellers will, at its their own expense, timely file any tax return or all necessary Returns and other document documentation with respect to all such taxes or fees (and Buyer shall cooperate with respect thereto as necessary)Taxes, and, if required by a Legal Requirement, Finisar will join in the execution of any such Returns.

Appears in 1 contract

Samples: Purchase Agreement (Finisar 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 documents to be delivered hereunder shall be borne and paid solely by Seller when due. Seller shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Dynasil Corp of America)

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

Appears in 1 contract

Samples: Stock Purchase Agreement

Transfer Taxes. All transfer, documentary, sales, use, transaction privilege, stamp, registration, value added registration and other such taxes Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the documents to be delivered hereunder (collectively, “Transfer Taxes”), if any, shall be borne by Seller and shall be paid by Seller when due. Seller shallSeller, at its own Seller’s expense, timely shall file any all necessary tax return or returns and other document documentation with respect to all such taxes or fees (and Transfer Taxes. Seller shall provide Buyer shall cooperate with respect thereto as necessary)evidence satisfactory to Buyer that such Transfer Taxes have been paid by Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Premier Holding Corp.)

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 documents to be delivered hereunder shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any tax Tax return or other document with respect to such taxes Taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Greenrose Acquisition Corp.)

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 documents to be delivered hereunder Ancillary Documents shall be borne and paid by Seller Sellers when due. Seller Sellers shall, at its their own expense, timely file any tax return Tax Return or other document with respect to such taxes Taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (HireQuest, Inc.)

Transfer Taxes. All transferstamp, documentary, salesrecording, usetransfer and sales and use Taxes, stampif any, registration, value added and other such taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the documents to be delivered hereunder transactions contemplated hereby shall be borne and paid by Seller when dueSeller. Seller shall, at its own expenseexpense shall file, timely file any tax return or to the extent required by applicable law, all necessary Tax Returns and other document documentation with respect to all such taxes transfer or fees (sales and Buyer shall cooperate with respect thereto as necessary)use Taxes.

Appears in 1 contract

Samples: Stock Purchase Agreement (Access Plans 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 and the documents to be delivered hereunder any Ancillary Documents shall be borne and paid by fifty percent (50%) by Buyer and fifty percent (50%) by Seller when due. Seller 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 Buyer Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Super League Enterprise, Inc.)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Go Green Global Technologies Corp.)

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 documents to be delivered hereunder Transaction shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any tax return or other document with respect shall have a right of reimbursement for 50% of such amounts as provided in and subject to such taxes or fees (and Buyer shall cooperate with respect thereto as necessary)the conditions of Section 12.3.

Appears in 1 contract

Samples: Asset Purchase Agreement (Farmer Brothers 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 this Agreement and the documents to be delivered hereunder other Transaction Documents shall be borne and paid by Seller when due. 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 Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Assignment and Assumption Agreement (iGambit, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added registration and other such taxes Taxes and fees (including any penalties and interestinterest thereon) incurred in connection with this Agreement and the documents to be delivered hereunder shall be borne and paid by Seller when due. , and Seller 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 (transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and if required by applicable law, Buyer shall, and shall cooperate with respect thereto as necessary)cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Securities Purchase Agreement (Gaylord Container Corp /De/)

Transfer Taxes. All Any and all transfer, documentary, sales, use, stamp, registration, value added registration and other such taxes similar Taxes and fees (including any penalties and interest) incurred payable in connection with the consummation of the transactions contemplated by this Agreement and the documents to be delivered hereunder shall be borne and paid by Seller Buyer when due. Seller , and 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 (transfer, documentary, sales, use, stamp, registration and Buyer other similar Taxes and fees, and, if required by Law, the Stockholders shall cooperate with respect thereto as necessary)join in the execution of any such Tax Returns and documentation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Digirad Corp)

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 documents to be delivered hereunder other Transaction Documents, if any, shall be borne and paid by Seller Buyer when due. Seller 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 Buyer Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added registration and other such taxes Taxes and fees (including any penalties and interestinterest thereon) incurred in connection with this Agreement and the documents to be delivered hereunder shall be borne and paid by Seller when due. due and Seller 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 (transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and if required by Law, Buyer shall, and shall cooperate with respect thereto as necessary)cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Rentech Inc /Co/)

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 documents to be delivered hereunder shall be borne and paid when due 50% by Seller when dueand 50% by Buyer. Seller shall, at its own expense, shall timely file any tax return or other document with respect to such taxes or fees (fees, and Buyer shall cooperate with respect thereto as necessary), and any expenses in connection therewith shall be borne and paid when due 50% by Seller and 50% by Xxxxx.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kaspien Holdings 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 and the documents to be delivered hereunder other Transaction Documents shall be borne and paid by the Seller Entities when due. The Seller Entities shall, at its their own expense, timely file any tax return Tax Return or other document with respect to such taxes Taxes or fees (and Buyer shall reasonably cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Cyberoptics 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 documents to be delivered hereunder Transaction Documents shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (AgeX Therapeutics, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added registration and other such taxes Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the documents to be delivered hereunder shall be borne and paid by Seller Sellers when due. Seller , and Sellers shall, at its their own expense, timely file any tax return or all necessary Tax Returns and other document documentation with respect to all such taxes or fees (transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and if required by applicable law, Buyer shall, and shall cooperate with respect thereto as necessary)cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hillman Companies Inc)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added registration and other such taxes Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the documents to be delivered hereunder shall be borne and paid by Seller when due. , and Seller 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 (transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and if required by applicable law, Buyer shall, and shall cooperate with respect thereto as necessary)cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Linc Net 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 documents to be delivered hereunder shall be borne and paid when due by Seller when duethe Company. Seller Each Owner shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees incurred in connection with the transfer of its respective Contributed Assets (and Buyer Company shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Contribution Agreement (Live Oak 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 and the documents to be delivered hereunder shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement

Transfer Taxes. All transferstamp, documentary, salesrecording, use, stamp, registration, value added transfer and other such taxes sales and fees (including any penalties and interest) use Taxes incurred in connection with this Agreement and the documents to be delivered hereunder transactions contemplated hereby shall be borne by Buyer. Each Selling Member shall file, to the extent required by applicable law, all necessary Tax Returns and paid by Seller when due. Seller shall, at its own expense, timely file any tax return or other document documentation with respect to all such taxes transfer or fees (sales and Buyer use Taxes. The expense of such filing shall cooperate with respect thereto as necessary)be borne solely by Buyer.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Ashworth 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 documents to be delivered hereunder shall be borne and paid equally by Seller the Sellers and Buyer when due. Seller shall, at its own expense, The Sellers and Buyer shall timely file any tax return or other document with respect to such taxes or fees (and Buyer shall cooperate with the other with respect thereto as necessary), with the expenses of such to be borne and paid equally by the Sellers and Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Garnero Group Acquisition Co)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added registration and other such taxes and fees Taxes (including any penalties and interest) incurred in connection with respect to the transactions contemplated by this Agreement and the documents to be delivered hereunder shall be borne and paid by Seller when due. , and Seller shallwill, 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 (transfer, documentary, sales, use, stamp, registration and Buyer shall cooperate with respect thereto as necessary)other Taxes and fees, and, if required by applicable Law, Purchaser will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Consolidated Communications Texas 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 documents to be delivered hereunder shall be borne and paid equally by Buyer and Seller when due. Seller Buyer shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Bebe Stores, 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 and the documents to be delivered hereunder shall be borne and paid equally by Buyer and Seller when due. Seller shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Lifeloc Technologies, 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 documents to be delivered hereunder other Transaction Documents, if any, shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (MedicaMetrix, Inc/De)

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 documents to be delivered hereunder shall be borne and paid by Seller Sellers when due. Seller Sellers shall, at its their own expense, timely file any tax return Tax Return or other document with respect to such taxes Taxes or fees (and Buyer and EFI shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Energy Fuels Inc)

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 and the documents to be delivered hereunder other Transaction Documents, shall be borne and paid by Seller Buyer when due. Seller 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 Buyer Sellers shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (NaturalShrimp 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 and the documents to be delivered hereunder shall be borne and paid by Seller Buyer when due. Seller 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 Buyer Sellers shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Multiparty 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 documents to be delivered hereunder shall be borne and paid equally by the Purchaser and Seller when due. Seller shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer Purchaser shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Securities Purchase Agreement (Blackstone Private Credit Fund)

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