Common use of Transfer Taxes Clause in Contracts

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid when due by the party responsible for such taxes under applicable Law. Purchaser shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 3 contracts

Samples: Stock Purchase Agreement (SharedLabs, Inc), Stock Purchase Agreement (SharedLabs, Inc), Stock Purchase Agreement (SharedLabs, Inc)

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Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added registration and other such Taxes (including all applicable real estate transfer or gains Taxes) and related fees (including any penalties penalties, interest and interestadditions to Tax) incurred in connection with respect to the Shares pursuant to this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid when due by the party responsible for such taxes under Buyer. Except as required by applicable Law. Purchaser shall, at its own expenseBuyer shall prepare, execute and file all Tax Returns and other documentation on a timely file basis as may be required to comply with the provisions of any such Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Laws.

Appears in 2 contracts

Samples: Securities Purchase Agreement (St Louis Riverboat Entertainment Inc), Securities Purchase Agreement (Penn National Gaming Inc)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due by the party responsible for such taxes under applicable Lawdue. Purchaser Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Samples: Asset Purchase Agreement (EzFill Holdings Inc), Stock Purchase Agreement (Ability Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real unsecured personal property transfer Tax and any other similar Taxtax to county tax collectors) that are attributable to Seller under state or federal tax Law shall be borne and paid by Seller when due by the party responsible for such taxes under applicable Lawdue. Purchaser Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Concierge Technologies Inc), Asset Purchase Agreement (Concierge Technologies Inc)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement the Merger (including any real property transfer Tax and any other similar Tax) (“Transfer Taxes”) shall be borne and paid when due 50% by the Stockholders and 50% by Parent, and the party responsible for such taxes under required by applicable Law. Purchaser Law shall, at its own expense, timely file any all necessary Tax Return or Returns and other document documentation with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Transfer Taxes.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.), Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added recording and other such similar Taxes and fees (including any penalties and interest) incurred that are imposed on any of the parties by any taxing authority in connection with the transactions contemplated by this Agreement (including any real property transfer collectively, (“Transfer Taxes”) and all expenses of filing Tax and any other similar Tax) shall be borne and paid when due by the party responsible for such taxes under applicable Law. Purchaser shall, at its own expense, timely file any Tax Return or other document Returns with respect to such Taxes or fees (shall be borne by Seller. Seller and Seller the Buye shall cooperate in timely making all filings, returns, reports and forms as necessary or appropriate to comply with respect thereto as necessary)the provisions of all applicable Tax Laws in connection with the payment of such Transfer Taxes.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Cleanspark, Inc.), Purchase and Sale Agreement (Cleanspark, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stampregistration and real property transfer or gains tax, registrationstamp tax, value added excise tax, stock transfer tax and other such Taxes similar taxes with respect to the transactions contemplated by this Agreement (collectively, “Transfer Taxes”), and fees (including any penalties and interest) incurred penalties, interest or other additions with respect to the Transfer Taxes, shall be paid entirely by the Buyer. Any tax returns that must be filed in connection with this Agreement (including any real property transfer Tax Transfer Taxes will be prepared and any other similar Tax) shall be borne and paid when due filed by the party responsible for such taxes under applicable Law. Purchaser shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Buyer.

Appears in 2 contracts

Samples: Consulting Agreement (Fomo Corp.), Limited Liability Company (Fomo Corp.)

Transfer Taxes. All Notwithstanding any other provision of this Agreement, all transfer, registration, stamp, documentary, sales, useuse and similar taxes (including, stampwithout limitation, registrationall applicable real estate transfer or gains taxes), value added and other such Taxes any penalties, interest and fees (including any penalties and interest) additions to tax, incurred in connection with this Agreement (including any real property or the transfer Tax of the Business and any other similar Tax) the Transferred Assets shall be borne the responsibility of and be timely paid when due by the party responsible for such taxes under applicable LawSeller. Seller, Parent and Purchaser shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto in the timely making of all filings, returns, reports and forms as necessary)may be required in connection therewith.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Standard Management Corp), Asset Purchase Agreement (Standard Management Corp)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Transactional Agreements (including any real property transfer Tax and any other similar Tax) shall be borne and paid when due in equal proportions by Purchaser on the party responsible for such taxes under applicable Lawone hand and Securityholders on the other hand. Purchaser shall, at its own expense, shall timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)fees.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Instructure Inc), Agreement and Plan of Merger (Instructure Inc)

Transfer Taxes. All Any transfer, documentary, sales, use, stamp, registration, value added and other such similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid when due by the party responsible for such taxes under applicable LawSeller when due. Purchaser shall, at its own expense, The Seller and the Buyer shall cooperate as necessary to timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)fees.

Appears in 2 contracts

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

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Sellers when due by the party responsible for such taxes under applicable Lawdue. Purchaser Sellers shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Patrick Industries Inc), Asset Purchase Agreement (Csa Holdings Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due by the party responsible for such taxes under applicable Lawdue. Purchaser Buyer shall, at its own expense, timely file any Tax Return return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Samples: Securities Purchase Agreement (TILT Holdings Inc.), Securities Purchase Agreement

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added registration and other such Taxes and fees (including any penalties and interestinterest and any costs or fees related to any related Tax Returns) incurred in connection with the transactions contemplated by this Agreement (including any real property transfer Tax and any other similar Tax) shall will be borne and paid when due equally by the party responsible for such taxes under applicable Law. Purchaser shallBuyer, at its own expenseon the one hand, timely file any and the Sellers, on the other hand, when due, and all necessary Tax Return or Returns and other document documentation with respect to such Taxes or and fees (will be prepared and Seller shall cooperate filed by the party required to file such Tax Returns in accordance with respect thereto as necessary)applicable Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Select Medical Corp)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added added, and other such similar Taxes and fees (including any penalties and interestinterest thereon) incurred in connection with the consummation of the transactions contemplated by this Agreement (including any real property transfer Tax Agreement, and any other similar Tax) filing expenses associated therewith, shall be borne timely paid by Buyer when due, and paid when due by the party responsible for such taxes under applicable Law. Purchaser shall, at its own expense, timely Buyer shall file any all necessary Tax Return or Returns and other document documentation with respect to all such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)fees.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Peabody Energy Corp)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller or Buyer when due by the party responsible for such taxes under applicable Lawas is customary. Purchaser Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Wavedancer, Inc.), Asset Purchase Agreement (DropCar, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, recording, value added and other such Taxes Taxes, fees and fees charges (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid when due equally by the party responsible for such taxes Acquirors, on the one hand, and the Seller, on the other hand. The Party required under applicable Law. Purchaser shall, at its own expense, timely Law to file any Tax Return or other document with respect to such Taxes or fees shall, at its own expense, timely file any such Tax Return or other document (and Seller the other Parties shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Platinum Eagle Acquisition Corp.), Agreement and Plan of Merger (Platinum Eagle Acquisition Corp.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid when due by the party responsible for such taxes under applicable LawBuyer when due. Purchaser The Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller the Company shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Samples: Stock Purchase Agreement (BIMI International Medical Inc.), Stock Purchase Agreement (BIMI International Medical Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added registration and any other such Taxes and related fees (including any penalties penalties, interest and interestadditions to Tax) (“Transfer Taxes”) arising out of or incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne equally by Seller and paid when due by the party Buyer. The Party that is legally required to file a Tax Return relating to Transfer Taxes shall be responsible for preparing and timely filing such taxes under applicable Law. Purchaser shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Return.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Medicis Pharmaceutical Corp), Stock Purchase Agreement (Solta Medical Inc)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid when due shared equally by the party responsible for such taxes under applicable LawBuyer and the Sellers. Purchaser The Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller the Sellers shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Samples: Escrow Agreement, Escrow Agreement

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Agreements (including any real property transfer Tax and any other similar Tax) shall be borne and paid one-half by Buyer and one-half by Seller when due by due, and the party responsible for such taxes under applicable Law. Purchaser shall, at its own expense, timely file required to do so by Law shall prepare any Tax Return or other document with respect to such Taxes or fees and shall, at its own expense, timely file any such Tax Return or other document (and Seller the other party shall cooperate with respect thereto as necessary).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Benson Hill, Inc.), Stock Purchase Agreement (Benson Hill, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other such similar Taxes and fees (including any penalties and interest) incurred that become payable in connection with or by reason of the execution of this Agreement and the Transactions (including any real property transfer Tax and any other similar Taxcollectively, “Transfer Taxes”) shall be borne and paid when due by the party responsible for such taxes under Company. Unless otherwise required by applicable Law. Purchaser shalllaw, at its own expense, the Company shall timely file any Tax Return or other document with respect to such Taxes or fees (and Seller the Company and Parent shall reasonably cooperate with respect thereto as necessary).

Appears in 2 contracts

Samples: Letter Agreement (FTAC Athena Acquisition Corp.), Business Combination Agreement (FinTech Acquisition Corp. IV)

Transfer Taxes. All transfer, documentary, sales, use, value added, goods and services, gross receipts, excise, recording, conveyance, stamp, registration, value added and capital gain or other such similar Taxes and or fees (including any penalties and interest) incurred (“Transfer Taxes”) imposed in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid when due by the party responsible for such taxes Company Shareholders when due, and Person(s) required to do so under applicable Law. Purchaser Law shall, at its their own expense, timely file any all necessary Tax Return or Returns and other document documentation with respect to all such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Transfer Taxes.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Mimecast LTD)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added value-added, and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due by the party responsible for such taxes under applicable Lawdue. Purchaser Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Digipath, Inc.)

Transfer Taxes. All Any transfer, documentary, sales, use, stampexcise, registration, value added and stamp or other such similar Taxes and fees (including any penalties and interest) incurred in connection with that are payable or that arise as a result of the transactions contemplated by this Agreement (including any real property transfer Tax Agreement, and any other similar Taxrecording or filing fees with respect thereto and all fines, penalties, interest and additions to such Taxes (collectively, “Transfer Taxes”) shall be borne and paid when due by the party responsible for such taxes under applicable LawSeller. Purchaser shall, at its own expense, timely file any All necessary Tax Return or other document Returns with respect to all such Transfer Taxes shall be filed by the Party or fees (and Seller shall cooperate with respect thereto as necessary)Parties on whom such obligation to file is imposed by applicable Legal Requirements.

Appears in 1 contract

Samples: Asset Purchase Agreement (Power Solutions International, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due by the party responsible for such taxes under applicable Lawdue. Purchaser Company shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Sellers shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Cannapharmarx, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due by the party responsible for such taxes under applicable Lawdue. Purchaser Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Rentech and each Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Rentech, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) (collectively, “Transfer Taxes”) shall be borne and paid when due by the party responsible for such taxes under applicable LawShareholders. Purchaser Equityholder Representative shall, at its own the Shareholders’ cost and expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller the Parent shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Agreement and Plan of Merger (OncoCyte Corp)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due by the party responsible for such taxes under applicable Lawdue. Purchaser Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary). [***] = Information that has been omitted and submitted separately to the Securities and Exchange Commission and for which confidential treatment has been requested.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ability Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other similar such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by fifty percent by Buyer and fifty percent by Seller when due by the party responsible for such taxes due. The Party obligated under applicable Law. Purchaser Law shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller the other Parties shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Stock Purchase Agreement (R F Industries LTD)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by [***] when due by the party responsible for such taxes under applicable Lawdue. Purchaser Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Horizon Therapeutics Public LTD Co)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due by the party responsible for such taxes under applicable Lawdue. Purchaser Sellers shall, at its own Buyer’s expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Twinlab Consolidated Holdings, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid when due by the party responsible for such taxes under applicable LawStockholder Representative (on behalf of the Effective Time Holders) when due. Purchaser shall, at its own expense, Parent shall timely file any Tax Return or other document with respect to such Taxes or fees (and Seller the Stockholder Representative shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Harvard Bioscience Inc)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property Real Property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due by the party responsible for such taxes under applicable Lawdue. Purchaser Buyer shall, at its own expense, timely file any Tax Return tax return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Stock Purchase Agreement (Fortium Holdings Corp.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with transactions contemplated by this Agreement (including any real property transfer Tax tax and any other similar Tax) shall be borne and paid when due by the party responsible for such taxes under applicable Law. Purchaser shallSellers when due, and the Sellers will, at its own expense, timely file any all necessary Tax Return or returns and other document documentation with respect to all such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)fees, and, if required by applicable law, Buyer will, and will cause its Affiliates to, join in the execution of any such Tax returns and other documentation.

Appears in 1 contract

Samples: Stock Purchase Agreement (BWAY Holding CO)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due by the party responsible for such taxes under applicable Law. Purchaser shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)due.

Appears in 1 contract

Samples: Asset Purchase Agreement (Smith Micro Software, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added added, and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due by the party responsible for such taxes under applicable Lawdue. Purchaser Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Astronics Corp)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added registration and other such Taxes and fees (including any penalties and interest) incurred in connection with transactions contemplated by this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid when due by the party responsible for such taxes under applicable Law. Purchaser shallBuyer, and Buyer will, at its own expense, timely file any Tax Return or all necessary Returns and other document documentation with respect to all similar Taxes and fees, and, if required by applicable law, Seller will, and will cause its Affiliates to, join in the execution of any such Taxes or fees (Returns and Seller shall cooperate with respect thereto as necessary)other documentation.

Appears in 1 contract

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

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid fifty percent (50%) by Seller and fifty percent (50%) by Buyer, in each case when due by the party responsible for such taxes under applicable Lawdue. Purchaser Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Hunt J B Transport Services Inc)

Transfer Taxes. All stamp, transfer, documentary, sales, use, stampvalue added, registration, value added property, excise and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax“Transfer Taxes”) shall be borne by Buyer. All Tax Returns and paid when due other documentation with respect to Transfer Taxes shall be prepared and filed by the party responsible for Party required to file such taxes Tax Returns under applicable Law. Purchaser shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: LLC Membership Interest Purchase Agreement (Zomedica Corp.)

Transfer Taxes. All value-added, transfer, documentary, sales, use, stamp, registration, value added registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement the transfer of the Purchased Assets (including any real property transfer Tax and any other similar Tax“Transfer Taxes”) shall be borne paid by Seller when due, and paid when due by Seller and Buyer shall, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees to the party responsible for extent such taxes Party is required to file under applicable Law. Purchaser shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Arena Group Holdings, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid equally by Buyer and Seller when due by the party responsible for such taxes under applicable Lawdue. Purchaser Buyer shall, at its their own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

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

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due by the party responsible for such taxes under applicable Lawdue. Purchaser Seller shall, at its own expense, timely file any Tax Return tax return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

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

Transfer Taxes. All transfer, documentary, sales, use, stampvalue-added, registration, value added registration and other such Taxes (including all applicable real estate transfer or gains Taxes) and related fees (including any penalties penalties, fines, interest and interestadditions to Tax) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) the transactions contemplated hereby shall be borne paid by Shareholder, and paid when due by the party responsible for such taxes under applicable Law. Purchaser shall, at its own expense, timely Shareholder shall file any all appropriate Tax Return or other document Returns as may be required with respect to such Taxes or fees (Taxes. Shareholder and Seller Purchaser shall cooperate with respect thereto in timely making all Tax Returns as necessary)may be required to be filed in the preceding sentence.

Appears in 1 contract

Samples: Stock Purchase Agreement (Citizens Community Bancorp Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax tax and any other similar Taxtax) shall be borne and paid by Purchaser when due by the party responsible for such taxes under applicable Lawdue. Purchaser shall, at its own expense, timely file any Tax Return tax return or other document with respect to such Taxes taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Stock Purchase Agreement (DropCar, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax tax and any other similar Tax) shall (“Transfer Taxes”) will be borne and paid by Buyer when due by the party responsible for such taxes under applicable Lawdue. Purchaser shallBuyer will, at its own expense, timely file any Tax Return or other document with respect to such Transfer Taxes or fees (and Seller shall will cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) (collectively “Transfer Taxes”) shall be borne and paid by Seller when due by the party responsible for such taxes under applicable Lawdue. Purchaser Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Stock Purchase Agreement (National Holdings Corp)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) (“Transfer Taxes”) shall be borne borne, reported, and remitted or paid fifty percent (50%) by Buyer and fifty percent (50%) by Sellers when due by the party responsible for such taxes under applicable Lawdue. Purchaser Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Transfer Taxes or fees (and Seller Sellers shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Equity Purchase Agreement (Amneal Pharmaceuticals, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due by the party responsible for such taxes under applicable Lawdue. Purchaser Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Dairy Asset Purchase Agreement

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid equally by Seller and Buyer when due by the due. The party responsible for such taxes under applicable Law. Purchaser shall, at its own expense, timely law shall file any Tax Return or applicable transfer tax, with the cooperation and reasonable assistance of the other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)party.

Appears in 1 contract

Samples: Asset Purchase and Reorganization Agreement (Guardion Health Sciences, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added added, and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid when due by the party responsible for such taxes under applicable LawSeller when due. Purchaser The Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller the Purchaser shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Applied UV, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value value-added and other such Taxes and fees (including any penalties and interest) incurred in connection with transactions contemplated by this Agreement (including any real property transfer Tax and any other similar Tax) (collectively, “Transfer Taxes”) shall be borne by Buyer and shall be paid by Buyer when due by due. Buyer and the party responsible for such taxes under Sellers’ Representative shall join in the execution of any documentation applicable Law. Purchaser shall, at its own expense, timely file to the payment of any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Transfer Taxes.

Appears in 1 contract

Samples: Equity Purchase Agreement (Thoratec Corp)

Transfer Taxes. All stamp, transfer, documentary, sales, sales and use, stampvalue added, registration, value added and other such Taxes taxes and fees (including any penalties and interest) incurred in connection with this Agreement or any transaction contemplated hereby (including any real property transfer Tax and any other similar Taxcollectively, the “Transfer Taxes”) shall be borne paid by Seller and paid when due by Purchaser on a 50:50 basis, and the party responsible for such taxes having the responsibility therefor under applicable Law. Purchaser Law shall, at its own expense, properly file on a timely file any Tax Return or basis all necessary Returns, reports, forms, and other document documentation with respect to any Transfer Tax and provide to the other party evidence of payment of such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Transfer Taxes.

Appears in 1 contract

Samples: Purchase Agreement (Global Power Equipment Group Inc/)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such transfer Taxes and fees (including any penalties and interest) incurred in connection with transactions contemplated by this Agreement (including any real property transfer Tax and any other similar TaxTax but excluding stamp duties, which shall be borne by Buyer) shall be borne paid by Seller when due, and paid when due by the party responsible for such taxes under applicable Law. Purchaser shallSeller will, at its own expense, timely file any all necessary Tax Return or other document Returns with respect to all such Taxes or fees (Taxes, and, if required by applicable law, Buyer will, and Seller shall cooperate with respect thereto as necessary)will cause its Affiliates to, join in the execution of any such Tax Returns.

Appears in 1 contract

Samples: Macrilen Acquisition Agreement (Strongbridge Biopharma PLC)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid equally by Sellers and Buyer when due by the party responsible for such taxes under applicable Lawdue. Purchaser Sellers shall, at its their own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall reasonably cooperate with respect thereto as reasonably necessary)) to obtain any exemption or refund of any such Transfer Tax.

Appears in 1 contract

Samples: Asset Purchase Agreement (Regis Corp)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Sellers when due by the party responsible for such taxes under applicable Lawdue. Purchaser Sellers shall, at its their own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Staffing 360 Solutions, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) (the “Transfer Taxes”) shall be borne and paid by Seller when due by the party responsible for such taxes under applicable Lawdue. Purchaser shall, at its own expense, Seller shall timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

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

Transfer Taxes. All transfer, real property, documentary, sales, useuse Stamp Duty, stamp, registration, value added registration and other such Taxes similar Taxes, and any conveyance fees (including any penalties and interest) or recording charges incurred in connection with this Agreement the Sale Transaction (including any real property transfer Tax “Transfer Taxes”) and any other similar Tax) shall be borne and paid when due by the party responsible for such taxes under applicable Law. Purchaser shall, at its own expense, timely file any Tax Return penalties or other document interest with respect to such Taxes or fees (the Transfer Taxes, will be paid by the Buyer when due. If required by applicable law, the Sellers’ Representative will join with the applicable Buyer Party in the execution of any Tax Returns and Seller shall cooperate other documentation with respect thereto as necessary)to Transfer Taxes.

Appears in 1 contract

Samples: Share Purchase Agreement (PLBY Group, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added added, and other such similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Transactional Agreements (including any real property transfer Tax and any other similar Tax) shall be borne and paid when due in equal proportions by Purchaser, on the party responsible for such taxes under applicable Lawone hand, and Securityholders on the other hand. Purchaser shall, at its own expense, and Shareholders’ Agent shall reasonably cooperate to timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)fees.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Innovate Biopharmaceuticals, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid when due by the party responsible for such taxes Taxes and fees under applicable LawLaws. Purchaser Each Party shall, at its their own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller the other party shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Precision Aerospace Components, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne shared equally between Buyer and paid when due by the party responsible for such taxes under applicable LawSeller. Purchaser Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Home Bancshares Inc)

Transfer Taxes. All transfer, documentary, sales, use, stamp, ; registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Sellers when due by the party responsible for such taxes under applicable Lawdue. Purchaser Sellers shall, at its their own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Gulf Island Fabrication Inc)

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Transfer Taxes. All transfer, documentary, sales, use, stampvalue added, registration, value added registration and other such Taxes (including all applicable real estate transfer or gains Taxes) and related fees (including any penalties penalties, interest and interestadditions to Tax) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) the transactions contemplated hereby shall be borne paid by Buyer, and paid when due by the party responsible for such taxes under applicable Law. Purchaser shall, at its own expense, timely Buyer shall file any all appropriate Tax Return or other document Returns as may be required with respect to such Taxes or fees (Taxes. Seller and Seller Buyer shall cooperate with respect thereto in timely making all Tax Returns as necessary)may be required to be filed in the preceding sentence.

Appears in 1 contract

Samples: Stock Purchase Agreement (Regis Corp)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added registration and other such similar Taxes and fees (including any penalties and interest) (collectively, “Transfer Taxes”) incurred in connection with the sale of the Purchased Assets to Buyer under this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne by Buyer, and paid when due Buyer shall file all necessary Tax Returns and other documentation with respect to all such Taxes and fees, provided that Sellers shall join in the execution of such Tax Returns or other documentation to the extent required by the party responsible for such taxes under applicable Law. Purchaser shall, at its own expense, timely file any Tax Return or other document with respect Buyer shall promptly pay when due all such required amounts to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)the appropriate Governmental Authority.

Appears in 1 contract

Samples: Asset Purchase Agreement (Allscripts Healthcare Solutions, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid one-half by Buyer and one-half by Seller when due by the party responsible for such taxes under applicable Lawdue. Purchaser Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Dynatronics Corp)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due by the party responsible for such taxes under applicable Lawdue. Purchaser Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Sellers shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Esports Entertainment Group, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar TaxTax but excluding value added tax) (collectively, the “Transfer Taxes”) shall be borne and paid when due by the responsibility of the party responsible for such taxes under designated by applicable Law. Purchaser Such party shall, at its own expense, timely file any Tax Return or other document with respect to such Transfer Taxes or fees (and Seller Sellers shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Comverse, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due by the party responsible for such taxes under applicable Lawdue. Purchaser Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Sellers shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Sonoco Products Co)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) ), if any, incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due by the party responsible for such taxes under applicable Lawdue. Purchaser Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Stock Purchase Agreement (Synalloy Corp)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid when due by the party responsible for such taxes under applicable LawInvestor when due. Purchaser The Investor shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller the Company shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Stock Purchase Agreement (Travelzoo)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due by the party responsible for such taxes under applicable Lawdue. Purchaser Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (xG TECHNOLOGY, INC.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added registration and other such Taxes and fees (including any penalties and interest) incurred in connection with transactions contemplated by this Agreement (including any New York or other real property transfer Tax and any other similar Tax) shall be borne and paid when due by the party responsible for such taxes under applicable LawBuyer. Purchaser shall, at its own expense, timely Seller shall file any Tax Return or cause to be filed all necessary Returns and other document documentation with respect to all such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)fees, and, if required by Applicable Law, Buyer will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

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

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due by the party responsible for such taxes under applicable Lawdue. Purchaser Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Sellers Representative shall use commercially reasonable efforts, at Buyer’s expense, to cooperate in good faith with respect thereto as necessary).. Section 4.8

Appears in 1 contract

Samples: Stock Purchase Agreement (Sterling Construction Co Inc)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid equally by Seller and Buyer when due by the party responsible for such taxes due. The Party required under applicable Law. Purchaser Law shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller the non-filing Party shall cooperate with respect thereto as reasonably necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Foster L B Co)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid 50% by Seller and 50% by Buyer when due by the party responsible for such taxes under applicable Lawdue. Purchaser shall, at its own expense, Seller and Buyer each shall timely file any Tax Return or other document with respect to such Taxes or fees required to be filed by it (and Seller the other party shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (BioTelemetry, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid when due 50% by the party responsible for such taxes under Buyer and 50% by Seller. Buyer shall, as appropriate pursuant to applicable Law. Purchaser shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (MDxHealth SA)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) the documents to be delivered hereunder shall be borne and paid when due by the party responsible for Party obligated to pay such taxes under applicable Lawtax when due. Purchaser Seller shall, at its own expense, timely file any Tax Return tax return or other document with respect to such Taxes taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Veriteq)

Transfer Taxes. All transferapplicable sales and transfer taxes (including taxes, documentaryif any, salesimposed upon the transfer of real and personal property) and filing, userecording, registration, stamp, registration, value added documentary and other such Taxes taxes and fees (including any penalties and interest"Transfer Taxes") incurred that are payable (notwithstanding Section 1146(c) of the Bankruptcy Code) in connection with this Agreement, the transactions contemplated by this Agreement (including any real property transfer Tax and any other similar Tax) or the documents giving effect to such transactions, shall be borne and paid when due by the party responsible for such taxes under applicable Law. Purchaser shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Weitek Corp)

Transfer Taxes. All transfer, documentary, sales, use, excise, value added, real property, stamp, registration, value added and other such Taxes similar Taxes, fees, and fees costs (including any associated penalties and interest) (“Transfer Taxes”) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) the Transactions shall be borne and paid when due by the party responsible for such taxes Transfer Taxes under applicable Law at the time such Taxes are due. The Parties shall (and shall cause their respective Affiliates to) cooperate in good faith to minimize, to the extent permissible under applicable Law. Purchaser shall, at its own expense, timely file the amount of any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Transfer Taxes.

Appears in 1 contract

Samples: Business Combination Agreement (PROOF Acquisition Corp I)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid equally by Buyer and Seller when due by the party responsible for such taxes under applicable Lawdue. Purchaser Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Agreement (Aetrium Inc)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid when due by the party responsible for on which such taxes under Taxes are imposed pursuant to applicable Law. Purchaser The party on which such Taxes are imposed pursuant to applicable Law shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller the other parties shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Agreement and Plan of Merger (National CineMedia, LLC)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall will be borne and paid by Seller when due by the party responsible for such taxes under applicable Lawdue. Purchaser shallBuyer will, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (fees, and Seller shall will cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Project Extender Rights Transfer Agreement

Transfer Taxes. All transfer, documentary, Any sales, use, transfer, stamp, documentary, registration, value added and other such or similar Taxes and fees (including any penalties and interest) incurred in connection or imposed with respect to an assignment made pursuant to this Agreement (including any real property transfer Tax “Transfer Taxes”) and any related recording fees and other similar Tax) charges imposed with respect to the filing and recording of an assignment made pursuant to this Agreement, in each case, shall be paid for and borne and paid when due by Participant. The Parties shall reasonably cooperate in good faith to minimize, to the party responsible for such taxes extent permissible under applicable Law. Purchaser shall, at its own expense, timely file the amount of any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Transfer Taxes.

Appears in 1 contract

Samples: Participation Agreement (Next Bridge Hydrocarbons, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Hightimes Parties when due by the party responsible for such taxes under applicable Lawdue. Purchaser Hightimes Parties shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller the Company shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Stock Purchase Agreement (Lucy Scientific Discovery, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due by the party responsible for such taxes under applicable Lawdue. Purchaser Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Kubient, Inc.)

Transfer Taxes. (a) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Purchaser when due by the party responsible for such taxes under applicable Lawdue. Purchaser shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Business Transfer Agreement (Kemet Corp)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid equally by Buyer Group and Seller when due by the party responsible for such taxes under applicable Lawdue. Purchaser Buyer Group shall, at its their own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Appears in 1 contract

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

Transfer Taxes. All Any transfer, documentaryexcise, sales, use, value added, stamp, registrationdocumentary, value added filing or recordation taxes and other such Taxes similar Taxes, fees and fees charges (including any penalties and interestreal property transfer taxes) incurred in connection with this Agreement the Transaction Documents, together with any inflation adjustment, interest, penalties or additions with respect thereto (including any real property transfer Tax and any other similar Taxcollectively, “Transfer Taxes”) shall be borne and paid when due 50% by the party responsible for such taxes under Buyer and 50% by Seller when due. Seller and Buyer, as applicable, shall cooperate and, as required by applicable Law. Purchaser shalllaw, at its own expense, timely file any join in the execution of all necessary Tax Return or Returns and other document documentation with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)Transfer Taxes.

Appears in 1 contract

Samples: Stock Purchase Agreement

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due by the party responsible for such taxes under applicable Lawdue. Purchaser Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)fees.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (CPG Newco LLC)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such similar Taxes and fees (including any penalties and interest) incurred in connection with imposed on the purchase and sale of the Purchased Assets pursuant to this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyers when due by the party responsible for such taxes under applicable Lawdue. Purchaser Buyers shall, at its their own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Sellers shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Kinross Gold Corp)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) (“Transfer Taxes”) shall be borne and paid when due by the party responsible for such taxes under applicable LawSeller. Purchaser Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Stock Purchase Agreement (Scott's Liquid Gold - Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by *** when due by the party responsible for such taxes under applicable Lawdue. Purchaser Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (Hyperion Therapeutics Inc)

Transfer Taxes. All transfer, documentary, sales, use, stampvalue added, registration, value added registration and other such Taxes (including all applicable real estate transfer or gains Taxes) and related fees (including any penalties penalties, interest and interestadditions to Tax) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) the transactions contemplated hereby shall be borne and paid when due by the party responsible for such taxes under applicable Law. Purchaser shallBuyer, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller and Buyer shall cooperate in timely making all filings, returns, reports and forms as may be required to comply with respect thereto as necessary)the provisions of such Tax laws.

Appears in 1 contract

Samples: Purchase Agreement (Deltagen Inc)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes taxes and fees (including any penalties and interest) incurred in connection with the Transactions, this Agreement and the other applicable Transaction Documents (including any real property transfer Tax tax and any other similar Taxtax) shall be borne and paid by Sellers when due by the party responsible for such taxes under applicable Lawdue. Purchaser Sellers shall, at its Sellers’ own expense, timely file any Tax Return tax return or other document required to be filed or reported in connection with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)the Transaction.

Appears in 1 contract

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

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due by the party responsible for such taxes under applicable Lawdue. Purchaser Seller shall, at its Seller’s own expense, timely file any Tax Return or other document required to be filed by Seller with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Purchase and Sale Agreement (U.S. Gold Corp.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid when due by the party responsible for respective Seller that such taxes under applicable Lawtax relates to. Purchaser Each Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary)fees.

Appears in 1 contract

Samples: Asset Purchase Agreement (RE/MAX Holdings, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, recording, value added and other such Taxes Taxes, fees and fees charges (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid when due equally by the party responsible for such taxes Acquirors, on the one hand, and the Sellers, on the other hand. The Party required under applicable Law. Purchaser shall, at its own expense, timely Law to file any Tax Return or other document with respect to such Taxes or fees shall, at its own expense, timely file any such Tax Return or other document (and Seller the other Parties shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Stock Purchase Agreement (Double Eagle Acquisition Corp.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due by the party responsible for such taxes under applicable Lawdue. Purchaser Sellers shall, at its their own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (General Finance CORP)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) similar taxes, if any, incurred in connection with this Agreement and the Transaction Documents (including any real property transfer Tax tax and any other similar Taxtax) shall be borne and paid by Seller when due by the party responsible for such taxes under applicable Lawdue. Purchaser Seller shall, at its own expense, timely file any Tax Return tax return or other document with respect to such Taxes taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

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

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other transaction documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due by the party responsible for such taxes under applicable Lawdue. Purchaser Seller shall, at its own expense, timely file any Tax Return tax return or other document with respect to such Taxes or fees (and Seller Buyer shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Asset Purchase Agreement (MamaMancini's Holdings, Inc.)

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid when due by the party responsible for such taxes under applicable LawCompany when due. Purchaser The Company shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller the Company shall cooperate with respect thereto as necessary).

Appears in 1 contract

Samples: Debt Conversion Agreement (BIMI Holdings Inc.)

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