Transfer Taxes and Fees definition

Transfer Taxes and Fees has the meaning specified in Section 11.3(a).
Sample 1

Examples of Transfer Taxes and Fees in a sentence

  • No Security Holder shall Assign any Shares or Convertible Securities that such Security Holder may now or hereafter hold, nor shall any such Shares or Convertible Securities be transferable except in compliance with the terms of this Agreement.

  • Sales and Transfer Taxes and Fees; Reporting and Payment; Other Closing Costs and Expenses..............................................................

  • Purchase Price 2 2.1 Consideration Amounts 2 2.2 Consideration Payments 7 2.3 Working Capital Adjustment to Purchase Price 11 2.4 Escrow and Adjustment Payments 14 2.5 Payment of Transfer Taxes and Fees 14 2.6 Payment of Other Amounts at Closing 14 3.

  • Seller shall be solely liable for and shall pay or cause to be paid any Transfer Taxes and Fees that become payable as a result of the Merger.

  • Buyer agrees to pay the Seller or Parent, as applicable, at the Closing, or when due if after the Closing Date, (i) 50% of all Transfer Taxes and Fees paid by Seller or Parent with respect to the Purchased Assets (other than the Related Assets) and (ii) 100% of all Transfer Taxes and Fees paid by Seller or Parent with respect to the Related Assets.

  • The Noteholders and the Company shall indemnify and hold harmless USD with respect to all Transfer Taxes and Fees.

  • SHARES AND ASSETS 15 2.1 Transfer of Affiniti Shares and Assets 15 2.2 Assumption of Liabilities 16 2.3 Excluded Liabilities 16 2.4 Consideration 18 2.5 Purchase Price Adjustment 20 2.6 Earn-Out 22 2.7 Closing Costs; Transfer Taxes and Fees 28 2.8 Withholdings 28 ARTICLE III.

  • The Company shall pay all sales, use, transfer, stamp, conveyance, value added or similar taxes, duties, excise or governmental charges imposed by any taxing jurisdiction and all recording or filing fees, notarial fees and other similar costs ("Transfer Taxes and Fees") with respect to the sale and redemption of the Stock or otherwise on account of this Agreement or the transactions contemplated herein.

  • Buyer shall be solely liable for and shall pay or cause to be paid any Transfer Taxes and Fees that become payable as a direct result of the sale of the Assets by Seller to Buyer as contemplated by this Agreement.

Related to Transfer Taxes and Fees

  • 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.

  • 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.

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

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

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

  • 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.

  • 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.

  • Tax Fees means the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company’s external auditor for tax compliance, tax advice and tax planning.

  • Special Taxes means any and all present or future taxes, levies, imposts, deductions, charges or withholdings, or any liabilities with respect thereto, including those arising after the date hereof as result of the adoption of or any change in law, treaty, rule, regulation, guideline or determination of a Governmental Authority or any change in the interpretation or application thereof by a Governmental Authority but excluding, in the case of Lender, such taxes (including income taxes, franchise taxes and branch profit taxes) as are imposed on or measured by Lender’s net income by the United States of America or any Governmental Authority of the jurisdiction under the laws under which Lender is organized or maintains a lending office.

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

  • 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.

  • 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.

  • 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.

  • Assignment Taxes has the meaning set forth in Section 3.01(b).

  • Transaction Costs means all fees, costs and expenses incurred or payable by the Borrower or any Subsidiary in connection with the Transactions.

  • 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.

  • Further Taxes means any and all present or future taxes, levies, assessments, imposts, duties, deductions, fees, withholdings or similar charges (including, without limitation, net income taxes and franchise taxes), and all liabilities with respect thereto, imposed by any jurisdiction on account of amounts payable or paid pursuant to Section 4.01.

  • 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.

  • Apportioned Obligations has the meaning set forth in Section 5.2(b).

  • Other Taxes means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

  • 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.

  • Transfer expenses means all expenses of a transfer that the transfer agreement requires the payee to pay or have deducted from the gross advance amount, including, but not limited to, court filing fees, attorney fees, escrow fees, lien recordation fees, judgment and lien search fees, finders' fees, commissions, and other payments to a broker or other intermediary. Transfer expenses do not include preexisting obligations of the payee that are payable for the payee's account from the proceeds of a transfer.

  • Other Connection Taxes means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

  • Canadian Taxes has the meaning specified in Section 1005.

  • Base Taxes means the Taxes payable for the Base Tax Year.