Common use of Withholding Tax Clause in Contracts

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 41 contracts

Samples: Asset Purchase Agreement (Cloudastructure, Inc.), Securities Purchase Agreement (Upexi, Inc.), Asset Purchase Agreement (Sg Blocks, Inc.)

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Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes taxes that Buyer may be required to deduct and withhold under any provision of Tax Lawapplicable tax law. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 25 contracts

Samples: Asset Purchase Agreement (Airgain Inc), Asset Purchase Agreement (AgeX Therapeutics, Inc.), Membership Interest Purchase Agreement (Volt Information Sciences, Inc.)

Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer and the Company may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 24 contracts

Samples: Stock Purchase Agreement (Flora Growth Corp.), Stock Purchase Agreement (Ideanomics, Inc.), Limited Liability Company Purchase Agreement (HomeSmart Holdings, Inc.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller Sellers hereunder.

Appears in 12 contracts

Samples: Securities Purchase Agreement (Upexi, Inc.), Asset Purchase Agreement, Asset Purchase Agreement (Cadiz Inc)

Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer and the Company may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller Sellers hereunder.

Appears in 9 contracts

Samples: Stock Purchase Agreement (Ufp Technologies Inc), Stock Purchase Agreement (Control4 Corp), Membership Interest Purchase Agreement (Gse Systems Inc)

Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be and the Company are required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller Sellers hereunder.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Turning Point Brands, Inc.), Securities and Asset Purchase Agreement (Premiere Global Services, Inc.), Securities and Asset Purchase Agreement (Easylink Services International Corp)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be required to deduct and withhold under any provision of law related to Tax Lawapplicable to Seller (the “Withheld Taxes”), which Withheld Taxes shall be delivered by Buyer to the appropriate governmental authority at Closing. The Withheld Taxes shall be used to satisfy the payment of any Tax for which the payment was withheld, with any remaining balance of the Withheld Taxes being delivered to Seller. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 5 contracts

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

Withholding Tax. Buyer and Seller shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer and Seller may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (CLS Holdings USA, Inc.), Membership Interest Purchase Agreement, Purchase Agreement (Investview, Inc.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price Consideration all Taxes that Buyer may be required to deduct and withhold under any provision of applicable Tax Law. Neither Sellers nor Buyer is aware of any such tax required to be deducted or withheld. All such withheld amounts shall be treated as delivered to Seller the Sellers hereunder.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Aaon, Inc.), Membership Interest Purchase Agreement (Aaon, Inc.), Membership Interest Purchase Agreement (Aaon, Inc.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be required to deduct and withhold under any provision of Tax LawLaw as the result of any change in Tax Law following the date hereof subject to the prior written consent of Seller. All such withheld amounts thereon and timely paid over to the appropriate Governmental Authority shall be treated as delivered to Seller hereunder.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Merit Medical Systems Inc), Stock Purchase Agreement (Merit Medical Systems Inc), Stock Purchase Agreement (Merit Medical Systems Inc)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be is required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Foster L B Co), Stock Purchase Agreement (Intest Corp), Asset Purchase Agreement (Arkados Group, Inc.)

Withholding Tax. The Buyer shall will be entitled to deduct and withhold from the Purchase Price all Taxes that the Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall will be treated as delivered to the Seller hereunder.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Hooper Holmes Inc), Asset Purchase Agreement (Hooper Holmes Inc)

Withholding Tax. To the extent required by law, Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to the Seller hereunder.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Cosmos Health Inc.), Stock Purchase Agreement (American International Holdings Corp.)

Withholding Tax. The Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that the Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to the Seller hereunder.

Appears in 2 contracts

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

Withholding Tax. Buyer Buyer, Parent and the Companies shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer Buyer, Parent or and the Companies may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts that are the obligations of Seller under any applicable Tax law shall be treated as delivered to Seller hereunder.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Graymark Healthcare, Inc.), Membership Interest Purchase Agreement (Graymark Healthcare, Inc.)

Withholding Tax. Buyer and the Acquired Companies shall be entitled to deduct and withhold from the Total Purchase Price all Taxes that Buyer and the Acquired Companies may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Cpi Aerostructures Inc), Stock Purchase Agreement (Air Industries Group)

Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer or the Company may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller Sellers hereunder.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Fat Brands, Inc), Membership Interest Purchase Agreement (Fat Brands, Inc)

Withholding Tax. Solely to the extent required by Law, Buyer shall be entitled to deduct and withhold withhold, or cause to be deducted and withheld, the applicable Taxes from the Purchase Price all Taxes amounts otherwise payable pursuant to this Agreement. To the extent that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts are so withheld, they shall be treated for all purposes of this Agreement as delivered having been paid to Seller hereunderthe Person for whom such deduction and withholding was made.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Avanir Pharmaceuticals), Asset Purchase Agreement (Azur Pharma Public LTD Co)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be required to deduct and withhold under any provision of applicable Tax Lawlaw. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Greenrose Acquisition Corp.), Asset Purchase Agreement (Cure Pharmaceutical Holding Corp.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes taxes that Buyer may be required to deduct and withhold under any provision of Tax Lawapplicable tax law. All such withheld amounts shall be treated as delivered part of the Purchase Price and deducted from the amount of cash payable to Seller hereunder.

Appears in 2 contracts

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

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes taxes that Buyer may be required to deduct and withhold under any provision of Tax Lawapplicable tax law. All such withheld amounts shall be treated as delivered to Seller hereunderSeller.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (LandStar, Inc.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes taxes that Buyer may be is required to deduct and withhold under any provision of Tax Lawapplicable tax law. All such withheld amounts shall be treated as delivered to Seller the Company hereunder.

Appears in 2 contracts

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

Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Final Purchase Price all Taxes that Buyer may be and the Company are required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated for all purposes under this Agreement as delivered to Seller paid hereunder.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Lithia Motors Inc), Stock Purchase Agreement (Lithia Motors Inc)

Withholding Tax. Buyer shall be entitled to deduct and withhold and pay over to the applicable taxing authority from the Purchase Price all Taxes that Buyer may be required to deduct and withhold and pay over to an applicable taxing authority under any provision of Tax Law. All such Any amounts of Tax that are withheld amounts and paid over to the applicable taxing authority for the account of Seller in accordance with this Section 8.03 shall be treated as delivered to Seller hereunder.

Appears in 2 contracts

Samples: Stock Purchase Agreement (EV Energy Partners, LP), Membership Interest Purchase Agreement (EV Energy Partners, LP)

Withholding Tax. Each of Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price any amounts payable under this Agreement all Taxes that Buyer or the Company may be required to deduct and withhold under any provision of Tax applicable Law. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 2 contracts

Samples: Equity Purchase Agreement (Surgalign Holdings, Inc.), Equity Purchase Agreement (Xtant Medical Holdings, Inc.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller the City or Blue Water hereunder.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be required to deduct and withhold under any provision of Tax Lawany Law applicable to Taxes. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Smart Sand, Inc.), Asset Purchase Agreement (Smart Sand, Inc.)

Withholding Tax. Buyer and Company shall be entitled to deduct and withhold from the Purchase Price all Taxes such amounts that Buyer and Company may be required to deduct and withhold under the Code or any provision of applicable Tax Law. All To the extent that amounts are so deducted or withheld, such withheld or deducted amounts shall be treated for all purposes of this Agreement as delivered having been paid to Seller hereunderthe Seller.

Appears in 2 contracts

Samples: Security Agreement (Body & Mind Inc.), Stock Purchase Agreement (Body & Mind Inc.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller UGC hereunder.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Uncommon Giving Corp), Asset Purchase Agreement (Uncommon Giving Corp)

Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer and the Company may be required to deduct and withhold under any provision of any Tax Lawlaw. All such withheld amounts shall be treated as delivered to Seller Sellers hereunder. Notwithstanding the foregoing, if the Buyer or the Company determines that an amount is required to be deducted and withheld, the parties shall work together in good faith to mitigate, reduce or eliminate such deduction or withholding requirement, consistent with applicable Law.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Kingsway Financial Services Inc)

Withholding Tax. Buyer and Seller shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer and Seller may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered liabilities of the respective party and shall be accordingly debited or credited to Seller hereundereach party’s account.

Appears in 1 contract

Samples: Stock Purchase Agreement (MWF Global Inc.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes taxes that Buyer may be required to deduct and withhold under any provision of Tax Lawapplicable tax law; provided, however, that Buyer and Seller hereby agree that no amounts shall be required to be deducted or withheld from the Purchase Price so long as Seller provides Buyer on or prior to the Closing Date with a properly completed and duly executed IRS Form W-9. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kaspien Holdings Inc.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price Consideration all Taxes that Buyer may be is required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller the Sellers hereunder. Buyer shall inform Sellers in writing of the amounts and nature of any such withholding prior to the time such payment is due.

Appears in 1 contract

Samples: Asset Purchase Agreement (Red Lion Hotels CORP)

Withholding Tax. The Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all Taxes that the Buyer and the Company may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to the Seller hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Limbach Holdings, Inc.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price Price, with prior written notice to Seller, all Taxes taxes that Buyer may be required to deduct and withhold under any provision of applicable Tax Lawlaw. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (U.S. Stem Cell, Inc.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes and other sums that Buyer may be required to deduct and withhold under any provision of Tax Lawstate or federal law applicable to the transaction contemplated by this Agreement. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (P&f Industries Inc)

Withholding Tax. The Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that the Buyer may be required to deduct and withhold under any provision of Tax applicable Law. All such withheld amounts shall be treated as delivered to the Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Superior Uniform Group Inc)

Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer and the Company may be required to deduct and withhold under any provision of Tax Lawtax law. All such withheld amounts shall be treated as delivered to Seller hereunderthe intended recipients hereunder and shall be timely paid over by Xxxxx to the appropriate Governmental Authority.

Appears in 1 contract

Samples: Stock Purchase Agreement (Olympic Steel Inc)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller Sellers hereunder.. Section 2.08

Appears in 1 contract

Samples: Asset Purchase Agreement (Sprague Resources LP)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may shall be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dixie Group Inc)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes and other sum that Buyer may be required to deduct and withhold under any provision of Tax Lawstate or federal law applicable to the transaction contemplated by this Agreement. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Adamas One Corp.)

Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price and all other amounts payable under this Agreement all Taxes that Buyer may be and the Company are required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller Sellers hereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (GAIN Capital Holdings, Inc.)

Withholding Tax. Each Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that such Buyer may be required to deduct and withhold under any provision of Tax Lawthe Code. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (DT Acceptance Corp)

Withholding Tax. The Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that the Buyer may be is required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to the Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (bioAffinity Technologies, Inc.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all amounts in respect of Taxes that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated for all purposes under this Agreement as having been delivered to Seller hereunderat the time such amounts are withheld.

Appears in 1 contract

Samples: Asset Purchase Agreement (Astronics Corp)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes taxes that Buyer may be required to deduct and withhold under any provision of Tax Lawapplicable tax law. All such withheld amounts shall be treated as delivered to Seller hereunderSeller. [See counsel/accountant for assistance with potentially applicable taxes.]

Appears in 1 contract

Samples: Asset Purchase Agreement

Withholding Tax. Buyer Purchaser shall be entitled to deduct and withhold from the Purchase Price all Taxes taxes that Buyer Purchaser may be required to deduct and withhold under any provision of Tax Lawapplicable tax law. All such withheld amounts shall be treated as delivered to Seller Vendor hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement

Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all Taxes taxes that Buyer may be and the Company are required to deduct and withhold under any provision of Tax any applicable Law. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Prospect Global Resources Inc.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Cash Purchaser Price all Taxes that Buyer may be required to deduct and withhold under any provision provisions of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunderany law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Alliance Semiconductor Corp /De/)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be required to deduct and withhold from Seller under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Addvantage Technologies Group Inc)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that are due and owing by Seller as of the Closing and that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 1 contract

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

Withholding Tax. Buyer shall be is entitled to deduct and withhold from the Purchase Price all Taxes (including both the employer and employee portions) that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall will be treated as delivered to Seller the Members and the Persons named in Section 1.4(a)(ii) hereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Liberated Syndication Inc.)

Withholding Tax. Buyer Purchaser shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be Purchaser is required to deduct and withhold under any provision of Tax LawLaw promulgated, administered and enforced by a Body that has competent jurisdiction over the Seller. All such withheld amounts shall be treated as delivered to Seller hereunder, unless and until Seller shall establish that the Purchase was not required to withhold such amount.

Appears in 1 contract

Samples: Asset Purchase Agreement (P&f Industries Inc)

Withholding Tax. Buyer shall The Purchasers will be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer the Purchasers may be required to deduct and withhold under any provision of Tax any Law. All such withheld amounts shall will be treated as delivered to Seller the Vendor hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Alliance Semiconductor Corp /De/)

Withholding Tax. Buyer Parent and Purchaser shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer Purchaser may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (AgEagle Aerial Systems Inc.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price and Assumed Liabilities all Taxes that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to each Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (FlexShopper, Inc.)

Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all Sellers’ Taxes that Buyer and the Company may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Sellers hereunder on a specific basis with respect to each Seller hereunderas to un-withheld taxes due by such Seller and on a pro rata basis on any taxes due and unpaid by the Company.

Appears in 1 contract

Samples: Share Purchase Agreement (Eyegate Pharmaceuticals Inc)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes such amounts that Buyer may be required to deduct and withhold under any provision of Tax LawLaw applicable to the Transactions contemplated hereby. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Insignia Systems Inc/Mn)

Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer and the Company may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts that are timely remitted to the appropriate Governmental Authority shall be treated as delivered to Seller hereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Sunworks, Inc.)

Withholding Tax. Buyer shall be entitled to may deduct and withhold from the Purchase Price all Taxes that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall will be treated as delivered to Seller hereunderunder this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (NuZee, Inc.)

Withholding Tax. Buyer shall not be entitled to deduct and withhold from the Purchase Price all Taxes any taxes that Buyer may be required to deduct and withhold under any provision of Tax Lawapplicable tax law. All such withheld amounts shall be treated as delivered added to Seller hereunderthe Purchase Price.

Appears in 1 contract

Samples: Asset Purchase Agreement (SMTP, Inc.)

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Withholding Tax. Buyer The Buyers and the Company shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer the Buyers and the Company may be required to deduct and withhold under any provision of Tax Lawlaw. All such withheld amounts shall be treated as delivered to Seller the Sellers hereunder.

Appears in 1 contract

Samples: Partnership Interest Purchase Agreement (Intl Fcstone Inc.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be required to deduct and withhold under any provision of Tax Lawtax law as listed on Schedule 1.7 hereof. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Healthier Choices Management Corp.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer and the Company may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller the Company hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (MedMen Enterprises, Inc.)

Withholding Tax. Buyer Buyers shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer Buyers may be required to deduct and withhold under any provision of law related to Tax Lawapplicable to Sellers. All such withheld amounts shall be treated as delivered to Seller Sellers hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price Cash Consideration all Taxes that Buyer may be required to deduct and withhold under any provision of Tax Lawlaw related to such Taxes. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 1 contract

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

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Total Purchase Price all Taxes that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Upexi, Inc.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder. Buyer shall provide Seller with at least five (5) Business Days’ prior written notice of any withholding proposed to be made by Buyer in accordance with the terms and conditions of this Section 2.8.

Appears in 1 contract

Samples: Asset Purchase Agreement (Genasys Inc.)

Withholding Tax. The Buyer and each Company shall be entitled to deduct and withhold from the Purchase Price all Taxes that the Buyer and such Company may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller the Sellers hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Meridian Bioscience Inc)

Withholding Tax. Buyer Purchaser shall be entitled to deduct and withhold from the Purchase Price Closing Payment all Taxes that Buyer Purchaser may be required to deduct and withhold under any provision of Tax Lawapplicable Law as set forth in Schedule 3.2. All such withheld amounts shall be treated as if delivered to Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gulf Island Fabrication Inc)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller the Sellers hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Forward Industries Inc)

Withholding Tax. Buyer Purchaser shall be entitled to deduct and withhold from the Purchase Price consideration payable hereunder any and all Taxes that Buyer may be Purchaser is required to deduct and withhold under any provision of Tax Law. All applicable Legal Requirement, and any such withheld amounts amount shall be treated as having been delivered to Seller hereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Systemax Inc)

Withholding Tax. The Buyer and the Companies shall be entitled to deduct and withhold from the Purchase Price all Taxes that the Buyer and the Companies may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller the Sellers hereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Limbach Holdings, Inc.)

Withholding Tax. Each Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that each Buyer may be required to deduct and withhold under any provision of Tax any applicable Law. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement and Stock Purchase Agreement (Schmitt Industries Inc)

Withholding Tax. Buyer Purchaser and the Company shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be Purchaser and the Company are required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller the applicable Selling Stockholders hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Public Education Inc)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price Cash Payment Amount all Taxes that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Regen Biologics Inc)

Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price Consideration all Taxes that Buyer and the Company may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder.. ARTICLE III

Appears in 1 contract

Samples: Stock Purchase Agreement (Phunware, Inc.)

Withholding Tax. Buyer Purchaser shall be entitled to deduct and withhold from the Purchase Price all Taxes Taxes, if any, that Buyer Purchaser may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller the Sellers hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Corinthian Colleges Inc)

Withholding Tax. Buyer The Purchaser shall be entitled to deduct and withhold from the Purchase Price Consideration and from any other payments payable to any Seller hereunder, all Taxes that Buyer the Purchaser may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller Sellers hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Autobytel Inc)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes taxes that Buyer may be required to deduct and withhold under any provision of Tax Lawtax law. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 1 contract

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

Withholding Tax. Buyer Buyers shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer Buyers may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller Sellers hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (JanOne Inc.)

Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer and the Company may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder. Earnout .

Appears in 1 contract

Samples: Purchase Agreement (Fuse Medical, Inc.)

Withholding Tax. The Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes taxes that the Buyer may be required to deduct and withhold under any provision of Tax Lawapplicable tax law, which have been identified and agreed to by Seller prior to Closing. All such withheld amounts shall be treated as delivered to Seller the Sellers hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (As Seen on TV, Inc.)

Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer and the Company may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller Shareholders hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Par Technology Corp)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be is required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be noticed to the Seller in detail, and be treated as delivered to Seller Sellers hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (AmpliTech Group, Inc.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder.. Annex A-29

Appears in 1 contract

Samples: Plan of Reorganization and Asset Purchase Agreement (Allarity Therapeutics, Inc.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Aggregate Purchase Price (and/or any portion thereof) all Taxes that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 1 contract

Samples: Goodwill Purchase Agreement (Troika Media Group, Inc.)

Withholding Tax. Buyer Purchaser shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer Purchaser may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Simmons First National Corp)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be is required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller Sellers hereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Green Thumb Industries Inc.)

Withholding Tax. To the extent required by law, Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer and the Company may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to the Seller hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cosmos Holdings Inc.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes taxes that Buyer may be required to deduct and withhold under any provision of Tax Lawthe Internal Revenue Code of 1986, as amended. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase and Fuel Supply Agreement (EzFill Holdings Inc)

Withholding Tax. Buyer Purchaser shall be entitled to deduct and withhold from the Purchase Price all Taxes any amounts that Buyer may be Purchaser is required to deduct and withhold under any provision of Tax applicable Law. All such withheld amounts shall be treated for all purposes of this Agreement as delivered having been paid to Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (AeroVironment Inc)

Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer and the Company may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder. Buyer and Seller shall declare and submit the relevant tax forms under any provisions of Tax Law(s) that may apply to the Agreement and/or the purchase of the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bio Key International Inc)

Withholding Tax. Buyer Buyers and the Company shall be entitled to deduct and withhold from the Purchase Price purchase price all Taxes that Buyer Buyers and the Company may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be paid by Parent to the applicable taxing authority and treated as delivered to Seller Sellers hereunder. Parent will provide evidence of its payment of withheld amounts to the Sellers promptly following the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sebring Software, Inc.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunderSellers hereunder as part of the Purchase Price.

Appears in 1 contract

Samples: Asset Purchase Agreement (Addvantage Technologies Group Inc)

Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer and the Company may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder. This provision shall apply only to a gross receipts tax on the sale price herein.

Appears in 1 contract

Samples: Stock Purchase Agreement (NI Holdings, Inc.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes taxes that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (EzFill Holdings Inc)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be required to deduct and withhold under any provision of Tax LawLaw in connection with the purchase contemplated by Section 2.01. All such withheld amounts amounts, to the extent remitted to the proper Governmental Authorities, shall be treated as delivered to Seller hereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (CLS Holdings USA, Inc.)

Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that are due and owing by Sellers as of the Closing and that Buyer may be required to deduct and withhold under any provision of any Tax Law. All such withheld amounts shall be treated as delivered to Seller Sellers hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (LZG International, Inc.)

Withholding Tax. Buyer The Purchaser shall be entitled to deduct and withhold from the Purchase Price Consideration and from any other payments payable to Seller hereunder, all Taxes Taxes, if any, that Buyer the Purchaser may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Autobytel Inc)

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