Bulk Sales; Transfer Taxes Sample Clauses

Bulk Sales; Transfer Taxes. The Company and all Associated Subsidiaries have complied with all applicable bulk sale statutes, other than provisions of state or local Tax laws requiring notification of taxing authorities regarding sales of assets ("Bulk Sales Laws") to, and has paid all transfer Taxes with respect to the sale of the Business to, CNCO.
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Bulk Sales; Transfer Taxes. (a) Each of Newco and HNS and its Affiliates hereby waive compliance with all bulk transfer Laws that may be applicable to them in connection with the Contemplated Transactions. (b) Newco shall bear all sales (including bulk sales), use, value added, stamp, documentary, filing, gross receipts, registration, excise, license recording, transfer, conveyance or similar fees or Taxes or governmental charges as levied by any Governmental Authority in connection with the Contemplated Transactions (other than Taxes measured by or with respect to income imposed on Newco or HNS or their respective Affiliates). (c) HNS shall bear all capital gains tax (if any), to be levied on a withholding basis under the name of the Foreign Enterprise Income Tax under Chinese Law, arising from or in connection with the direct transfer to Newco of equity interests in the Transferred Subsidiaries organized under the under the Laws of the People’s Republic of China.
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Bulk Sales; Transfer Taxes. (a) Sellers shall timely file with the State of Illinois, the City of Chicago and any other applicable Governmental Authority, all reports, documents and other instruments necessary to comply with applicable state and local bulk sales transfer tax laws and similar laws and ordinances; except that, if Sellers are unable to timely file such reports, documents or instruments with the City of Chicago or other Governmental Authority prior to the Closing, Sellers shall provide evidence to Buyer at Closing that Sellers have simultaneously with the Closing filed with the City of Chicago or other Governmental Authority all applicable state and local bulk sales transfer tax reports or similar reports under similar laws. Sellers and Buyer agree that Sellers shall have the sole responsibility to pay any and all bulk sales transfer Taxes and similar Taxes arising from, connected with or related to the purchase and sale of the Purchased Assets under this Agreement. From and after the Closing, Sellers shall indemnify Buyer under Article 9 of this Agreement for any and all bulk sales transfer Taxes or similar Taxes arising from, connected with or related to the purchase and sale of the Purchased Assets under this Agreement. (b) This Section 6.6 shall survive the Closing without limitation.
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Bulk Sales; Transfer Taxes. (a) The Buyer and the Company each hereby waive compliance by the Company with the provisions of the "bulk sales," "bulk transfer" or similar laws of any state. The Company and the Shareholder hereby jointly and severally agree to indemnify and hold VGS and its Affiliates harmless against any and all Damages incurred or suffered by VGS or any of its Affiliates as a result of any failure to comply with any such "bulk sales," "bulk transfer" or similar laws.
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Bulk Sales; Transfer Taxes. 14.5.1 It may not be practicable to comply or attempt to comply with the procedures of the "Bulk Sales Act" or similar law of any or all of the states in which the Assets are situated or of any other state which may be asserted to be applicable to the transactions contemplated hereby. Accordingly, TSR Wireless and the Transferors waive any requirements, to the extent they are entitled to benefits thereunder, for compliance with any or all of such laws. Each Transferor hereby agrees that the indemnity provisions of Section 14.4 hereof shall apply to any Damages of TSR Wireless arising out of or resulting from the failure of such Transferor to comply with any such laws. 14.5.2 Following the Closing, TSR Wireless shall be responsible for the timely payment of, and shall severally indemnify and hold harmless each Transferor against, all sales (including, without limitation, use, value added, documentary, stamp, gross receipts, registration, transfer, conveyance, excise, recording, license and other similar Taxes and fees ("TRANSFER TAXES")), arising out of or in connection with or attributable to the transactions effected by a Transferor pursuant to this Agreement and the Ancillary Agreements. Subject to the foregoing, each Transferor shall prepare and timely file all Tax returns required to be filed in respect of Transfer Taxes, PROVIDED that TSR Wireless shall be permitted to prepare any such Tax returns that are the primary responsibility of TSR Wireless under applicable law.
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Related to Bulk Sales; Transfer Taxes

  • Expenses; Transfer Taxes Each party hereto will bear the legal, accounting and other expenses incurred by such party in connection with the negotiation, preparation and execution of this Agreement, the Transaction Documents, and the transactions contemplated hereby. All sales, transfer, recordation and documentary Taxes and fees which may be payable in connection with the transactions contemplated by this Agreement shall be borne by Transferor.

  • 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.

  • 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.

  • Bulk Sales The execution, delivery and performance of this Agreement do not require compliance with any “bulk sales” act or similar law by the Servicer.

  • 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.

  • 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.

  • 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.

  • Bulk Sales Laws The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer.

  • 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.

  • Bulk Sales Law Buyer hereby waives compliance by Seller with the requirements and provisions of any “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Business Assets to Buyer.

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