Sales and Transfer Taxes definition

Sales and Transfer Taxes has the meaning set forth in Section 8.1.
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Sales and Transfer Taxes has the meaning specified in Section 6.4.
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Sales and Transfer Taxes means all federal, state, local sales, use, value added, transfer (including real property transfer or gains), documentary, stamp, recordation, filing, excise and other similar Taxes, charges, fees and expenses (including any penalties, interest or additions thereto) imposed upon any Party to this Agreement in connection with the transactions contemplated by this Agreement.
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Examples of Sales and Transfer Taxes in a sentence

  • The Company and Conexant shall cooperate with each other in timely making all filings, returns, report and forms as may be required in connection with the payment of all Sales and Transfer Taxes, including but not limited to delivering all instruments and certificates as are necessary to minimize such Sales and Transfer Taxes and enable the other to timely comply with the filing of any Tax Return that relates to Sales and Transfer Taxes.

  • Tax Matters Section 9.1 Sales and Transfer Taxes 25 Section 9.2 FIRPTA Certificate 25 Section 9.3 Purchase Price Allocation 25 ARTICLE 10.

  • The Company and Parent shall cooperate with each other in timely making all filings, returns, report and forms as may be required in connection with the payment of all Sales and Transfer Taxes, including the delivery of all instruments and certificates as are necessary to minimize such Sales and Transfer Taxes and enable the other to timely comply with the filing of any Tax Return that relates to Sales and Transfer Taxes.

  • Seller Parties shall not dissolve, or make any distribution of the proceeds received pursuant to this Agreement, until the later of (a) thirty (30) days after the completion of all adjustment procedures contemplated by Section 2.3(b)(Post-Closing Adjustment); and (b) Seller Parties’ payment, or adequate provision for the payment, of all of their obligations pursuant to Sections 2.5 (Sales and Transfer Taxes) and 5.3 (Payment of Other Retained Liabilities).

  • Conexant shall be responsible for, and shall pay and reimburse the Company, and/or its Affiliates, as applicable, for, any sales taxes, use taxes, transfer taxes, documentary charges, recording fees, stamp taxes or similar taxes, charges, fees or expenses (collectively "Sales and Transfer Taxes") that may become payable in connection with the contribution of the Contributed Assets, assumption of the Assumed Liabilities, and issuance of the Membership Interests as contemplated hereby.

  • Sellers and Buyer shall cooperate with each other in timely manner with respect to preparing and making all filings, returns and reports as may be required to comply with applicable law in connection with the payment of the Sales and Transfer Taxes.

  • Buyer and Seller shall each be responsible for fifty (50%) percent of any Sales and Transfer Taxes incurred in connection with the transfer of the Assets to Buyer contemplated by this Agreement.

  • Sales and Transfer Taxes: Each of the parties will pay their respective sales and transfer taxes, if any, arising from this transaction.

  • CLOSING 12 4.1 Closing Date 12 4.2 Transfers of Interests 12 4.3 Payments by Buyer 12 4.4 Noncompetition Agreement 12 4.5 Transition Services Agreement 12 4.6 Cessation of Use of Name 12 4.7 Sales and Transfer Taxes 13 ARTICLE 5.

  • Any and all refunds of Sales and Transfer Taxes and related filing fees paid by Seller (either directly or indirectly as reimbursement to Buyer or any Affiliate of Buyer) under this Section 8.1 shall be for the account of Seller.


More Definitions of Sales and Transfer Taxes

Sales and Transfer Taxes has the meaning given in Clause 12.1;
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Sales and Transfer Taxes shall have the meaning ascribed to such term in Section 8.1 hereof.
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Related to Sales and Transfer Taxes

  • Transfer Taxes means any and all sales, use, value added, stamp, documentary, filing, recording, transfer, real estate, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, securities transactions, conveyance and notarial Taxes, and similar fees, Taxes and governmental charges (together with any interest, penalty, addition to Tax, and additional amount imposed in respect thereof) arising out of or in connection with the transactions contemplated by this Agreement.

  • Transfer Tax means any sales, use, transfer, real property transfer, recording, stock transfer and other similar Tax and fees, including any interest, penalty or addition thereto, whether disputed or not; provided, however, that the term “Transfer Tax” shall not include any Income Tax.

  • Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises, payments to employee stock option holders or other compensatory payments made in connection with the transactions contemplated by this Agreement.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Sales Taxes means any sales, use, consumption, goods and services, value added or similar tax, duty or charge imposed pursuant to Applicable Law.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Conveyance Taxes means sales, use, value added, transfer, stamp, stock transfer, real property transfer or gains and similar Taxes.

  • Connection Income Taxes means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

  • Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.

  • Transaction Tax Deductions means any Tax deductions relating to (i) the Company Transaction Expenses, and (ii) repayment of the Indebtedness, including any unamortized deferred financing fees in connection with the Indebtedness.

  • Gross receipts tax means any gross receipts, sales, use, excise, value added or any similar tax.

  • Payroll Taxes means State Unemployment Insurance (“SUI”), Federal Unemployment Insurance (“FUI”) and payments pursuant to the Federal Insurance Contributions Act (“FICA”).

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

  • New Taxes means (i) any Taxes enacted and effective after the Effective Date, including, without limitation, that portion of any Taxes or New Taxes that constitutes an increase, or (ii) any law, order, rule or regulation, or interpretation thereof, enacted and effective after the Effective Date resulting in the application of any Taxes to a new or different class of parties.

  • All applicable Federal, State, and local taxes and duties means all taxes and duties, in effect on the contract date, that the taxing authority is imposing and collecting on the transactions or property covered by this contract.

  • Local taxes means all taxes levied other than taxes levied for school operating purposes.

  • Distribution Taxes means any Taxes incurred as a result of the failure of the Intended Tax-Free Treatment of the Internal Restructuring, the Controlled Transfer or the Distribution.

  • Sales Tax Revenues means taxes collected under the Virginia Retail Sales and Use Tax Act

  • Tax or Taxes means any federal, state, provincial, local, foreign or other tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, estimated tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, withholding tax or payroll tax), and any related fine, penalty or interest, imposed, assessed or collected by or under the authority of any governmental body, whether disputed or not.

  • Assumed State and Local Tax Rate means the tax rate equal to the sum of the products of (x) the Corporation’s income tax apportionment factor for each state and local jurisdiction in which the Corporation files income or franchise tax returns for the relevant Taxable Year and (y) the highest corporate income and franchise tax rate in effect for such Taxable Year for each such state and local jurisdiction in which the Corporation files income tax returns for each relevant Taxable Year.

  • Assigned Annual Special Tax means the Special Tax of that name described in Section D.

  • Foreign taxes means value-added taxes and custom duties assessed by a foreign government on a commodity. It does not include foreign sales taxes.

  • Non-Income Taxes means any Taxes other than Income Taxes.

  • Volumetric Production Payments means production payment obligations recorded as deferred revenue in accordance with GAAP, together with all undertakings and obligations in connection therewith.

  • Additional Taxes means taxes, duties or other governmental charges imposed on the Trust as a result of a Tax Event (which, for the sake of clarity, does not include amounts required to be deducted or withheld by the Trust from payments made by the Trust to or for the benefit of the Holder of, or any Person that acquires a beneficial interest in, the Securities).