Common use of Certain Taxes Clause in Contracts

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated Transactions, shall be paid by Sellers when due, and Sellers will, 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.

Appears in 3 contracts

Samples: Limited Liability Company Ownership Interest Purchase Agreement (Generex Biotechnology Corp), Limited Liability Company Ownership Interest Purchase Agreement (Arcadia Resources, Inc), Stock Purchase Agreement (American Physicians Capital Inc)

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Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated Transactions, shall be paid by Sellers the Seller when due, and Sellers Seller will, at their his 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, and, if required by applicable law, the Buyer will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Amco Transport Holdings Inc), Stock Purchase Agreement (Amco Transport Holdings Inc), Stock Purchase Agreement (Bestway Coach Express Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated Transactions, shall be paid by Sellers Stockholders when due, and Sellers Stockholders will, 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, and, if required by applicable law, Sub will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 2 contracts

Samples: Merger Agreement (Sunbelt Automotive Group Inc), Merger Agreement (Sunbelt Automotive Group Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the transactions Contemplated Transactionsherein, shall be paid by Sellers when due, and Sellers will, 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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Arcadia Resources, Inc), Stock Purchase Agreement (Arcadia Resources, Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated Transactions, shall be paid by Sellers Shareholders when due, and Sellers Shareholders will, 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, and, if required by applicable law, RMI will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 2 contracts

Samples: Merger Agreement (Rocky Mountain Internet Inc), Merger Agreement (Rocky Mountain Internet Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated TransactionsAgreement, shall be paid one-half by Sellers when due, the Stockholders and Sellers one-half by Purchaser. The parties will, 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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Aether Systems Inc), Stock Purchase Agreement (Aether Systems Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated TransactionsAgreement, shall be paid by Sellers Shareholders when due, and Sellers Shareholders will, 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, and, if required by applicable law, the Buyer will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Orius Corp), Stock Exchange Agreement (Orius Corp)

Certain Taxes. All United States federal, state and local transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated TransactionsAgreement, shall be paid by Sellers Vendor when due, and Sellers Vendor will, at their its 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, and, if required by applicable law, the Purchaser will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Share Purchase Agreement (Preferred Networks Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated TransactionsAgreement, shall be paid by Sellers Seller when due, and Sellers Seller will, at their its 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, and, if required by applicable law, Purchaser will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Intelliquest Information Group Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred due or payable in connection with this Agreement and the Contemplated TransactionsTransactions (including, without limitation, the transfer of the Assets Purchased to the Buyer), shall be paid by Sellers Seller when due, and Sellers Seller will, at their its 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Arcadia Resources, Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interestinterest for formal or material breach of tax obligations binding upon Seller) incurred in connection with this Agreement and the Contemplated TransactionsAgreement, shall be paid by Sellers the Seller when due, and Sellers willthe Seller shall, at their its own expense, file all necessary Tax Returns and other documentation that is necessary to file under applicable law with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and feesTaxes.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cordillera Communications Corp)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated Transactions, shall be paid by Sellers Seller when due, and Sellers Seller will, at their his 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, 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 (Sunbelt Automotive Group Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, stamp and registration and other such Taxes taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated Transactions, shall be paid by the Sellers when due, and the Sellers will, at their own expense, file all necessary Tax Returns tax returns and other documentation with respect to all such transfer, documentary, sales, use, stampstamp and registration taxes. If required by applicable law, registration the Buyer will, and will cause its affiliates to, join in the execution of any such tax returns and other Taxes and feesdocumentation.

Appears in 1 contract

Samples: Stock Purchase Agreement (CSS Industries Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated Transactions, sale of the Shares of the Company to the Buyer shall be paid by Sellers the Seller when due, and Sellers will, 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sentex Sensing Technology Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated TransactionsAgreement, shall be paid by Sellers when due, and Sellers will, at their own expense, file all necessary Tax Returns returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and 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 (Geokinetics Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such the Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated Transactions, shall be paid by Sellers the Seller when due, and Sellers willthe Seller shall, at their its own expense, file all necessary Tax Returns and other documentation with respect to all such the transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, the Buyer shall, and shall cause its affiliates to, join in the execution of any the Tax Returns and other documentation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Universal Equity Partners Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated Transactions, Transactions shall be paid paid, one-half by Sellers Buyer and one-half by Stockholders when due, and Sellers will, 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Day International Group Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated Transactions, shall be paid by Sellers the Shareholders when due, and Sellers the Shareholders will, 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, and, if required by applicable law, USA Digital and the Company will, and will cause their affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Usa Digital Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated Transactionstransactions contemplated herein, shall be paid by Sellers when due, and Sellers will, 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 such Taxes and feesfees which are required to be filed or paid by the Sellers.

Appears in 1 contract

Samples: Stock Purchase Agreement (Critical Home Care Inc)

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Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated TransactionsAgreement, shall be paid by Sellers when due, and Sellers will, 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, and, if required by applicable law, Buyer will, and will cause its affiliates to, join in the execution of any such Returns and other documentation.

Appears in 1 contract

Samples: Stock Purchase Agreement (T-3 Energy Services Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated Transactions, shall be paid by Sellers the Principal Shareholders when due, and Sellers willthe Principal Shareholders 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, and, if required by applicable Law, the Parent shall, and shall cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Merger Agreement (Iat Resources Corp)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated Transactions, shall be paid by Sellers the Buyer when due, and Sellers the Buyer will, at their its 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, and, if required by applicable Law, Sellers will join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Share Purchase Agreement (Nebraska Book Co)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated TransactionsAgreement, shall be paid by Sellers Shareholders when due, and Sellers Shareholders will, at their its 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, and, if required by applicable law, the 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 (Orius Corp)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such substantially similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated Transactionspurchase by the Buyer of the Company Securities (collectively, "TRANSFER TAXES") shall be paid by Sellers the Buyer when due, and Sellers will, at their own expense, the Buyer and Selling Securityholders shall jointly prepare and timely file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and feesTransfer Taxes. Any expenses incurred in making such filings shall be paid by the Buyer.

Appears in 1 contract

Samples: Stock Purchase Agreement (Enzo Biochem Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes transfer taxes and fees (including any penalties and interest) incurred in connection with this the Agreement and the Contemplated Transactions, shall be paid by the Sellers when due, and the Sellers will, 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 transfer taxes and fees, and, if required by applicable law, the Purchaser 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 (Travel Services International Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration registration, and other such Taxes and fees (including any penalties and interestinterest thereon) incurred in connection with this Agreement and the Contemplated Transactions, shall be paid by the Sellers when due, and the Sellers willshall, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration registration, and other Taxes and fees, and, if required by applicable law, Buyer shall, and shall cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Argo Tech Corp)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated Transactionstransactions contemplated herein, shall be paid by Sellers Seller when due, and Sellers Seller will, at their its 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Critical Home Care Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated Transactions, shall be paid by Sellers the Seller when due, and Sellers the Seller will, 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, and, if required by applicable law, the 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 (Great Lakes Bancorp Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated TransactionsAgreement, shall be paid by Sellers the Company when due, and Sellers the Company will, 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, 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 and Warrant Purchase Agreement (China Energy Resources Corp)

Certain Taxes. All transfer, documentary, sales, use, stamp, -------------- registration and other such Taxes taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated TransactionsAgreement, shall be paid by Sellers Xxxxxxxx when due, and Sellers Xxxxxxxx will, at their his own expense, file all necessary Tax Returns tax returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes taxes and fees, and, if required by applicable law, the 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 (Us Xpress Enterprises Inc)

Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated TransactionsAgreement, shall be paid by Sellers Seller when due, and Sellers will, Seller will at their its 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, and, if required by applicable Law, Buyer will join in the execution of any such Tax Returns and other documentation.

Appears in 1 contract

Samples: Stock Purchase Agreement (AquaVenture Holdings LTD)