Allocations; Transfer Taxes Sample Clauses

Allocations; Transfer Taxes. (a) The parties shall allocate the Purchase Price to be paid (and any adjustments thereto) pursuant to this Agreement and the amount of any Assumed Liabilities (to the extent properly taken into account for income Tax purposes) among the Acquired Assets and the covenants set forth in Sections 8.1(c), 8.2 and 8.3 (and, consistent with this allocation, among the members of the Seller Group) in accordance with Section 1060 of the Code. Buyer shall deliver to Seller an initial allocation within ninety (90) calendar days after the Closing Date (the “Allocation Schedule”). Seller shall review such Allocation Schedule and provide any proposed revisions to Buyer within thirty (30) calendar days after receipt of such Allocation Schedule. Buyer and Seller agree to negotiate in good faith to resolve any disputed items in the Allocation Schedule within thirty (30) calendar days after receipt of Seller’s proposed revisions. Any disputed items not resolved after such time shall be submitted to the Accounting Firm for resolution in accordance with this Section 3.2(a). If any such disputed items are submitted to the Accounting Firm for resolution, (i) Seller and Buyer shall furnish or cause to be furnished to the Accounting Firm such work papers and other documents and information relating to the disputed items as the Accounting Firm may request and are available to that party or its agents and shall be afforded the opportunity to present to the Accounting Firm any material relating to the disputed items and to discuss the disputed items with the Accounting Firm; (ii) the determination by the Accounting Firm of such disputed items, as set forth in a written report to be delivered to both Buyer and Seller within thirty (30) calendar days of the submission to the Accounting Firm of such disputed items, shall be final, binding and conclusive on the parties; and (iii) the fees and costs of the Accounting Firm shall be borne by Seller, on the one hand, and Buyer, on the other hand in inverse proportion as they may prevail on the disputed items resolved by the Accounting Firm, which proportionate allocation shall also be determined by the Accounting Firm and be included in the Accounting Firm’ written report. If a Tax Return is required by applicable Law to be filed before the Accounting Firm has resolved the disputed items (taking into account valid extensions of time within which to file, which shall be sought as necessary to permit such resolution), the Tax Return shall be f...
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Related to Allocations; Transfer Taxes

  • Transfer Taxes On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

  • Expenses; Transfer Taxes (a) Whether or not the Closing takes place, and except as otherwise specified in this Agreement, all costs and expenses incurred in connection with the negotiation and execution of this Agreement and the Closing Agreements and the transactions contemplated hereby and thereby shall be paid by the party incurring such costs and expenses.

  • Closing Costs; Transfer Taxes and Fees Seller shall be responsible for paying (i) any documentary and transfer taxes and any sales, use or other taxes imposed by reason of the transfers of Assets provided hereunder and any deficiency, interest or penalty asserted with respect thereto and (ii) all costs of obtaining the transfer of existing Permits which may be lawfully transferred, (iii) all fees and costs of recording or filing all applicable conveyancing instruments described in Section 3.1, and (iv) all fees and costs of recording or filing all UCC termination statements and other releases of Encumbrances.

  • Transfer Tax The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees and any similar Taxes which become payable in connection with the transactions contemplated by this Agreement (together with any related interest, penalties or additions to Tax, "Transfer Taxes"). All Transfer Taxes shall be paid by the Company and expressly shall not be a liability of any holder of the Company Common Stock.

  • Sales and Transfer Taxes Seller and Purchaser shall be equally responsible for the payment of all transfer, recording, documentary, stamp, sales, use (including all bulk sales Taxes) and other similar Taxes and fees (collectively, the “Transfer Taxes”), that are payable or that arise as a result of the P&A Transaction, when due. Seller shall file any Tax Return that is required to be filed in respect of Transfer Taxes described in this Section 8.3 when due, and Purchaser shall cooperate with respect thereto as necessary.

  • Transfer Taxes and Expenses The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

  • No Transfer Taxes There are no transfer taxes or other similar fees or charges under federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Company of the Shares.

  • Transfer Taxes and Fees Any and all sales, excise, use, value-added and similar taxes, fees or duties assessed or incurred by reason of the sale by Seller and the purchase by Buyer of the Purchased Assets hereunder shall be shared equally between the Seller and Buyer, regardless of which Party such taxes, fees or duties are assessed against.

  • Duties, Transfer Taxes, Etc No stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other taxes are payable by the Agent in the United States or any political subdivision or taxing authority thereof or therein in connection with the execution, delivery or performance of this Agreement by the Company or the sale and delivery by the Company of the Shares.

  • Stock Transfer Taxes On each Settlement Date, all stock transfer or other taxes (other than income taxes) which are required to be paid in connection with the sale and transfer of the Placement Shares to be sold hereunder will be, or will have been, fully paid or provided for by the Company and all laws imposing such taxes will be or will have been fully complied with.

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