Common use of Certain Tax Considerations Clause in Contracts

Certain Tax Considerations. (a) All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with the sale of the Acquired Assets (including any real property transfer Tax and any similar Tax) shall be borne and paid by Seller, when due, and Seller will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges. (b) Seller shall take all actions required to comply with all bulk sales laws which may be applicable to the transactions contemplated herein, including, without limitation, the timely filing of any required Tax Returns. (c) For the avoidance of doubt, Seller shall be responsible for the filing of all Tax Returns and the payment of all Taxes (whether or not shown on such returns) with respect to Seller and the Acquired Assets for all periods up to and including the Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Vystar Corp), Asset Purchase Agreement (Vystar Corp)

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Certain Tax Considerations. (a) All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with the sale of the Acquired Assets (including any real property transfer Tax and any similar Tax) shall be borne and paid by Seller, when due, and the Seller will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges. (b) The Seller shall take all actions required to comply with all bulk sales laws which may be applicable to the transactions contemplated herein, including, without limitation, the timely filing of any required Tax Returns. (c) For the avoidance of doubt, the Seller shall be responsible for the filing of all Tax Returns and the payment of all Taxes (whether or not shown on such returns) with respect to Seller and Seller, the Acquired Assets and the Business for all periods up to and including the ClosingClosing Date and all such Taxes shall be Excluded Liabilities.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Wild Craze, Inc.), Asset Purchase Agreement (Wild Craze, Inc.)

Certain Tax Considerations. (a) All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with the sale of the Acquired Assets (including any real property transfer Tax and any similar Tax) shall be borne and paid by Seller, when due, and the Seller will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges. (b) The Seller shall take all actions required to comply with all bulk sales laws which may be applicable to the transactions contemplated herein, including, without limitation, the timely filing of any required Tax Returns. (c) For the avoidance of doubt, the Seller shall be responsible for the filing of all Tax Returns and the payment of all Taxes (whether or not shown on such returns) with respect to Seller and Seller, the Acquired Assets and the Business for all periods up to and including the ClosingClosing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Integrated Energy Solutions, Inc.)

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Certain Tax Considerations. (a) All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with the sale of the Acquired Assets (including any real property transfer Tax and any similar Tax) shall be borne and paid by SellerSellers, when due, and Seller the Sellers will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges. (b) Seller The Sellers shall take all actions required to comply with all bulk sales laws which may be applicable to the transactions contemplated herein, including, without limitation, the timely filing of any required Tax Returns. (c) For the avoidance of doubt, Seller the Sellers shall be responsible for the filing of all Tax Returns and the payment of all Taxes (whether or not shown on such returns) with respect to Seller Sellers and the Acquired Assets for all periods up to and including the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paid Inc)

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