Transfer and Sales Taxes definition

Transfer and Sales Taxes means all sales tax, use taxes, stamp taxes, conveyance taxes, transfer taxes, filing fees and other similar duties, taxes and fees, if any, imposed upon, or resulting from, the transfer of the Transferred Assets.

Examples of Transfer and Sales Taxes in a sentence

  • The Transferor Parties shall be jointly and severally liable for any Transfer and Sales Taxes relating to such transactions.

  • The Acquiring Parties agree to pay any Transfer and Sales Taxes which are payable in respect of the contribution of the Transferred Assets pursuant to Section 2.1 of this Agreement.

  • All Excise, Transfer and Sales Taxes imposed on the transfer of the Assets, whether real property or personal property, shall be paid by Purchaser, and Purchaser and Seller shall file such tax and information returns as each may be required to file in connection therewith according to applicable Law.

  • State and local real and personal property Taxes relating to the Assets (excluding Transfer and Sales Taxes which shall be shared equally pursuant to Section 7.4(b)) for the tax year in which the Closing occurs shall be the responsibility of (i) PG&E for the period accruing up to the Closing Date and (ii) Purchaser for the period accruing on, from, and after the Closing Date.

  • If either Party pays any State or local real or personal property Taxes relating to the Assets (excluding Transfer and Sales Taxes) with respect to any period for which the other Party is responsible pursuant to this Section 10.3(a), upon receipt of a request from the paying Party, the responsible Party agrees to promptly reimburse the paying Party for the responsible Party’s prorated share of such Taxes.

  • Ciprico shall promptly pay all Transfer and Sales Taxes and Seller shall remit such Transfer and Sales Taxes to the appropriate governmental authority.

  • The guaranty will not terminate until certain conditions have been met.

  • Prorations 15 8.1 Ad Valorem Taxes 15 8.2 Excise, Transfer and Sales Taxes 15 8.3 Lease Rentals 15 8.4 Operating Expenses 16 8.5 Contracts 16 8.6 Proration Statement 16 9.

  • Notwithstanding the foregoing, Seller shall not be required to prepare and file any Transfer and Sales Tax returns or reports, or be liable for any Transfer and Sales Taxes, with respect to any New York use taxes, if any.

  • Purchaser shall pay to PG&E the Purchase Price, plus the total amount of any Prepaid Assumed Liabilities pursuant to Section 2.2(c) (which shall include Purchaser’s share of real and personal property taxes as provided in Section 10.3(a)), plus Purchaser’s share of the Transfer and Sales Taxes, if any, and Escrow Fees pursuant to Section 7.4(b)).

Related to Transfer and Sales Taxes

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

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

  • Sales Tax means all applicable provincial and federal sales, use, value-added or goods and services taxes, including GST/HST;

  • Transfer Taxes means any transfer, documentary, sales, use, stamp, registration and other similar Taxes and fees (including any penalties and interest) incurred in connection with the Transactions.

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

  • 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.

  • 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.

  • 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.

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

  • Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cash-outs or other compensatory payments in connection with the Transactions.

  • Taxes means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

  • Gross Assets means the total of fixed assets and current assets;

  • 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.

  • Gross Asset Value means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

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

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

  • Distribution Taxes means any Taxes incurred solely as a result of the failure of the Intended Tax Treatment of the Restructuring, the Contribution or the Distribution.

  • the Taxes Act means the Income and Corporation Taxes Act 1988;

  • Gross Operating Expenses shall include (i) all costs and expenses of operating the Hotel included within the meaning of the term “Total Costs and Expenses” contained in the Uniform System and, (ii) without duplication, the following: all salaries and employee expense and payroll taxes (including salaries, wages, bonuses and other compensation of all employees of the Hotel, and benefits including life, medical and disability insurance and retirement benefits), expenditures described in Section 9.1, operational supplies, utilities, insurance to be provided by Lessee under the terms of this Lease, governmental fees and assessments, common area maintenance costs and other common area fees and assessments, food, beverages, laundry service expense, the cost of Inventories, license fees, advertising, marketing, reservation systems and any and all other operating expenses as are reasonably necessary for the proper and efficient operation of the Hotel and the Leased Property incurred by Lessee in accordance with the provisions hereof (excluding, however, (i) federal, state and municipal excise, sales and use taxes collected directly from patrons and guests or as a part of the sales price of any goods, services or displays, such as gross receipts, admissions, cabaret or similar or equivalent taxes paid over to federal, state or municipal governments, (ii) the cost of insurance to be provided under Article 13, (iii) expenditures by Lessor pursuant to Article 13 and (iv) payments on any Mortgage or other mortgage or security instrument on the Hotel); all determined in accordance with generally accepted accounting principles. No part of Lessee’s central office overhead or general or administrative expense (as opposed to that of the Hotel), and no operating expenses paid or payable by tenants under Space Leases, shall be deemed to be a part of Gross Operating Expenses, as herein provided. Reasonable out-of-pocket expenses of Lessee incurred for the account of or in connection with the Hotel operations, including but not limited to postage, telephone charges and reasonable travel expenses of employees, officers and other representatives and consultants of Lessee and its Affiliates, shall be deemed to be a part of Gross Operating Expenses and such Persons shall be afforded reasonable accommodations, food, beverages, laundry, valet and other such services by and at the Hotel without charge to such Persons or Lessee.

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

  • Marketing Expenses means, with respect to a Product, the sum of Marketing Management Expenses, Advertising and Market Research Expenses, and Medical Education Expenses relating to such Product.