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 47 contracts
Sources: Asset Purchase Agreement (Adapti, Inc.), Asset Purchase Agreement (Mixed Martial Arts Group LTD), Asset Purchase Agreement (Vivos Therapeutics, 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 30 contracts
Sources: Membership Interest Purchase Agreement (Abundia Global Impact Group, Inc.), Stock Purchase Agreement (HWH International Inc.), Stock Purchase Agreement (Alset 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 hereunder.
Appears in 28 contracts
Sources: Asset Purchase Agreement (Mobile Global Esports, Inc.), Asset Purchase Agreement (TurnKey Capital, Inc.), Asset Purchase Agreement (Fresh2 Group LTD)
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 14 contracts
Sources: Asset Purchase Agreement (Cadiz Inc), Asset Purchase Agreement (Nauticus Robotics, Inc.), Securities Purchase Agreement (Upexi, 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 11 contracts
Sources: Stock Purchase Agreement (Datavault AI Inc.), Stock Purchase Agreement (Datavault AI Inc.), Stock Purchase Agreement (LifeMD, 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 6 contracts
Sources: Asset Purchase Agreement (Super League Enterprise, Inc.), Asset Purchase Agreement (Tenon Medical, Inc.), Asset Purchase Agreement (Tenon Medical, 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
Sources: Membership Interest Purchase Agreement (Green Thumb Industries Inc.), Stock Purchase Agreement (Turning Point Brands, Inc.), Membership Interest 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 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
Sources: Asset Purchase Agreement (Digital Cinema Destinations Corp.), Asset Purchase Agreement (Digital Cinema Destinations Corp.), Asset Purchase Agreement (Digital Cinema Destinations Corp.)
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
Sources: 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
Sources: Stock Purchase Agreement (Merit Medical Systems Inc), Stock Purchase Agreement (Merit Medical Systems Inc), Stock Purchase Agreement (Merit Medical Systems 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 to Seller hereunder.
Appears in 3 contracts
Sources: Membership Interest Purchase Agreement (CLS Holdings USA, Inc.), Membership Interest Purchase Agreement, Purchase Agreement (Investview, Inc.)
Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all Taxes 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 hereunder.
Appears in 3 contracts
Sources: Share Purchase Agreement (Toppoint Holdings Inc.), Share Purchase Agreement (Toppoint Holdings Inc.), Share Purchase Agreement (Toppoint 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 Lawapplicable tax law. All such withheld amounts shall be treated as delivered to Seller hereunderSeller.
Appears in 2 contracts
Sources: Asset Purchase Agreement (LandStar, Inc.), Asset Purchase Agreement
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 2 contracts
Sources: Goodwill Purchase Agreement, Goodwill Purchase Agreement (Troika Media Group, 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
Sources: Asset Purchase Agreement (AgeX Therapeutics, Inc.), Asset Purchase Agreement (AgeX Therapeutics, 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
Sources: Stock Purchase Agreement (American International Holdings Corp.), Stock Purchase Agreement (Cosmos Health 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 2 contracts
Sources: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (DT Acceptance 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 Tax Law. All such withheld amounts shall be treated as delivered to Seller the City or Blue Water hereunder.
Appears in 2 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 applicable Tax Lawlaw. All such withheld amounts shall be treated as delivered to Seller hereunder.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cure Pharmaceutical Holding Corp.), Asset Purchase Agreement (Greenrose Acquisition Corp.)
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
Sources: Stock Purchase Agreement (EV Energy Partners, LP), Membership Interest Purchase Agreement (EV Energy Partners, LP)
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
Sources: Membership Interest Purchase Agreement (Graymark Healthcare, Inc.), Membership Interest Purchase Agreement (Graymark Healthcare, 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 part of the Purchase Price and deducted from the amount of cash payable to Seller hereunder.
Appears in 2 contracts
Sources: Asset Purchase Agreement (OVERSTOCK.COM, Inc), Asset Purchase Agreement (OVERSTOCK.COM, Inc)
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
Sources: Membership Interest Purchase Agreement (Fat Brands, Inc), Membership Interest Purchase Agreement (Fat Brands, 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 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (As Seen on TV, 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
Sources: Asset Purchase Agreement (Hooper Holmes Inc), Asset Purchase Agreement (Hooper Holmes 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 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Red Lion Hotels CORP)
Withholding Tax. Buyer shall be entitled to deduct and withhold from any payment of the Purchase Price all Taxes that Buyer may be required to deduct and withhold under any provision of applicable Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Rubicon Technology, 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
Sources: Stock Purchase Agreement (Lithia Motors Inc), Stock Purchase Agreement (Lithia Motors 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 Lawany Law applicable to Taxes. All such withheld amounts shall be treated as delivered to Seller hereunder.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Smart Sand, Inc.), Asset Purchase Agreement (Smart Sand, 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 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 or to the Escrow Agent, as applicable. 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 2 contracts
Sources: Asset Purchase Agreement (Digital Cinema Destinations Corp.), Asset Purchase Agreement (Digital Cinema Destinations 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 Tax Law. All such withheld amounts shall be treated as delivered to Seller UGC hereunder.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Uncommon Giving Corp), Asset Purchase Agreement (Uncommon Giving Corp)
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
Sources: Stock Purchase Agreement (Air Industries Group), Stock Purchase Agreement (Cpi Aerostructures 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 Law. All such withheld amounts shall be treated as delivered to the Seller hereunder.
Appears in 2 contracts
Sources: Asset Purchase Agreement (VOXX International Corp), Asset Purchase Agreement (VOXX 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 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 2 contracts
Sources: Membership Interest Purchase Agreement, 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 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
Sources: Asset Purchase Agreement (Addvantage Technologies Group Inc)
Withholding Tax. Buyer and the Companies shall be entitled to deduct and withhold from the Purchase Price aggregate purchase price for the Equity Interests all Taxes that 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 Sellers hereunder.
Appears in 1 contract
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
Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price (including the Earn-Out Payments, if any) 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
Withholding Tax. Buyer shall be entitled to may 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 will be treated as delivered to Seller hereunder.
Appears in 1 contract
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
Sources: 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
Sources: Membership Interest Purchase Agreement (Green Thumb Industries Inc.)
Withholding Tax. Buyer and the Company Parent shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer and the Company Parent 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
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
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
Sources: Asset Purchase Agreement (Gulf Island Fabrication 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
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
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
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
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
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
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
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
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
Sources: 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
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
Sources: Asset Purchase Agreement (Alliance Semiconductor Corp /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 law related to Tax Lawapplicable to Sellers. All such withheld amounts shall be treated as delivered to Seller Sellers hereunder.
Appears in 1 contract
Sources: Asset Purchase Agreement (Digital Cinema Destinations Corp.)
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
Withholding Tax. Buyer shall 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 part of the Purchase Price and deducted from the amount of cash payable to Seller Sellers hereunder.
Appears in 1 contract
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 Sellers hereunder on specific a 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
Sources: Stock Purchase Agreement (Eyegate Pharmaceuticals 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 Company hereunder.
Appears in 1 contract
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 Lawreasonably applicable Legal Requirement. All such withheld amounts shall be treated as delivered to Seller hereunder. For clarity, it is agreed that such withholding does not include the sales Taxes referenced in Section 9.5.
Appears in 1 contract
Sources: Asset Purchase Agreement (Pcm, Inc.)
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
Sources: 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
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 applicable tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder.
Appears in 1 contract
Sources: Asset Purchase Agreement (Turnstone Biologics Corp.)
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
Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Aggregate 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 1 contract
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 Lawthe Code. All such withheld amounts amounts, to the extent properly paid over to the appropriate Tax authority, shall be treated as delivered to Seller hereunderthe Selling Party in respect of which such withholding applied.
Appears in 1 contract
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
Sources: Asset Purchase Agreement
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 Tax Lawapplicable Legal Requirement. All such withheld amounts shall be treated as delivered to Seller hereunder.
Appears in 1 contract
Sources: Sale and Purchase Agreement (HL Acquisitions 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 applicable provision of Tax Law. All such withheld amounts shall be timely remitted to the appropriate Governmental Authority and, upon such remittance, shall be treated as delivered to Seller hereunder.
Appears in 1 contract
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 applicable Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder.
Appears in 1 contract
Sources: Asset Purchase Agreement (Cambium Learning Group, 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. [See counsel/accountant for assistance with potentially applicable taxes.]
Appears in 1 contract
Sources: Asset Purchase Agreement
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
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. Prior to withholding any amounts pursuant to this Section 2.9, Buyer shall notify Sellers and shall provide reasonable cooperation to Sellers in good faith to remove or eliminate any such withholding.
Appears in 1 contract
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
Sources: 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
Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price any payments made pursuant to this Agreement 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
Sources: Asset Purchase Agreement (Information Services 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, including without limitations any transfer, sales, use, documentary transfer, value-added, stamp or excise Taxes or other similar Taxes of any type payable in connection with the sale and transfer of the Membership Interests or otherwise in connection with the consummation of the transaction contemplated by this Agreement. All such withheld amounts shall be treated as delivered to Seller Sellers hereunder.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Imprimis Pharmaceuticals, 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 Law. All such withheld amounts shall be treated as delivered to Seller hereunder.
Appears in 1 contract
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
Sources: Stock Purchase Agreement (Bio Key International Inc)
Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer or the Company (or either Subsidiary) 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
Sources: Membership Interest Purchase Agreement (Fat Brands, 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
Sources: 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 Shareholders hereunder.
Appears in 1 contract
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
Withholding Tax. Buyer shall be entitled to deduct and withhold from the Aggregate Purchase Price 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
Sources: Asset Purchase Agreement
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
Sources: Share Purchase Agreement (Eyegate Pharmaceuticals 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 that are timely remitted to the appropriate Governmental Authority shall be treated as delivered to Seller hereunder.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Sunworks, Inc.)
Withholding Tax. Buyer and the Companies shall be entitled to deduct and withhold from the Purchase Price aggregate purchase price for the Securities all Taxes that 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 Sellers hereunder.
Appears in 1 contract
Sources: Securities Purchase Agreement (U.S. Concrete, Inc.)
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
Sources: Membership Interest Purchase Agreement (Prospect Global Resources 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
Sources: Asset Purchase Agreement (Superior Uniform Group 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
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.. 2
Appears in 1 contract
Sources: Asset Purchase Agreement
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
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 as listed on Schedule 1.5 hereof. All such withheld amounts shall be treated as delivered to Seller Sellers hereunder.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Healthier Choices Management Corp.)
Withholding Tax. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price aggregate purchase price for the Shares all Taxes that Buyer may be and any Group Company are 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
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 applicable tax Law. All such withheld amounts shall be treated as delivered to Seller Sellers hereunder.
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Withholding Tax. Buyer and its Affiliates shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer and its Affiliates may be required to deduct and withhold under any provision of Tax Lawlaw as a result of the sale of the Subject Interests and Seller’s receipt of the cash consideration. All such withheld amounts shall be treated as delivered to Seller hereunder.
Appears in 1 contract
Sources: Membership Interests Purchase Agreement (Penske Automotive 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 such Seller hereunder.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Crawford & 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 Tax Law. All such withheld amounts shall be remitted to the applicable Governmental Authority and treated as delivered to Seller hereunder.
Appears in 1 contract
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, assuming receipt of the FIRPTA certification required by Section 2.6(c)(x). Buyer is not aware of any Taxes required to be deducted and withheld under Law. All such withheld amounts shall be treated as delivered to the Seller Entities hereunder.
Appears in 1 contract
Sources: Asset Purchase Agreement (Superior Uniform Group Inc)