Closing Costs; Transfer Taxes and Fees. (a) Each Party shall pay the cost of all sales and use Taxes arising out of the transfer of the Purchased Assets pursuant to this Agreement normally paid by such party in accordance with local practices in the State of Texas. Buyer and Seller shall equally pay all costs and expenses (including, without limitation, recording fees and real estate transfer Taxes and real estate transfer stamps) incurred in connection with obtaining or recording title to the Purchased Assets. Seller shall be responsible for all costs and expenses in obtaining and recording releases of Seller's Liens on the Purchased Assets. The sales, use and transfer Tax returns required by reason of said transfer shall be timely prepared and filed by the party normally obligated by law or regulation to make such filing. The parties agree to cooperate with each other in connection with the preparation and filing of such returns, in obtaining all available exemptions from such sales, use and transfer Taxes, and in timely providing each other with resale certificates and any other documents necessary to satisfy any such exemptions. (b) If Buyer, on the one hand, or Seller, on the other hand, pays any Tax agreed to be borne by the other party under this Agreement, such other party shall promptly (within 10 days) reimburse the paying party for the amounts so paid. If any party receives any refund or credit to which another party is entitled under this Agreement, the receiving party shall promptly (within 10 days) pay such amounts to the party entitled thereto.
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Samples: Asset Purchase Agreement (NCH Corp)
Closing Costs; Transfer Taxes and Fees. (a) Each Party shall pay the cost of all sales and use Taxes arising out of the transfer of the Purchased Assets pursuant to this Agreement normally paid by such party in accordance with local practices Except as may be specified in the State of Texas. Buyer Hereford Lease, the party normally obligated by law to pay such taxes and Seller shall equally pay all costs and expenses (including, without limitation, recording fees and real estate transfer Taxes and real estate transfer stamps) incurred in connection with obtaining or recording title to the Purchased Assets. Seller shall be responsible for all costs and expenses in obtaining any sales, use, transfer or documentary taxes and recording releases of Seller's Liens on fees applicable to the Purchased Assetstransfer contemplated by this Agreement. The sales, use and transfer Tax tax returns required by reason of said transfer transfers shall be timely prepared and filed by the party normally obligated by law or regulation to make such filing. The parties agree to cooperate with each other in connection with the preparation and filing of such returns, in obtaining all available exemptions from such sales, use and transfer Taxes, and in timely providing each other with resale certificates and any other documents necessary to satisfy any such exemptions. Buyer acknowledges it is ultimately responsible for any taxes under this Section 1.11(a), even if such taxes are required to be withheld and paid by Seller from funds it receives from Buyer.
(b) If Buyer, on the one hand, Buyer or Seller, on the other hand, Seller pays any Tax agreed to be borne by the other party under this Agreement, such other party shall promptly (within 10 days30 business days after written notice of the payment is received from the paying party) reimburse the paying party for the amounts so paid. If any party receives any refund or credit of Tax to which another party is entitled under this Agreement, the receiving party shall promptly (within 10 days30 days after receipt of such payment) pay such amounts to the party entitled thereto.
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Closing Costs; Transfer Taxes and Fees. (a) Each Party Buyer shall pay the cost of all sales sales, use and use other transfer Taxes arising out of the transfer of the Purchased Transferred Assets pursuant to this Agreement normally paid by such party in accordance with local practices in the State of Texas. Buyer and Seller shall equally pay all costs and expenses (including, without limitation, recording fees and real estate transfer Taxes and real estate transfer stamps) incurred in connection with obtaining or recording title to the Purchased Assets. Seller shall be responsible for all costs and expenses in obtaining and recording releases of Seller's Liens on the Purchased Transferred Assets. The sales, use and transfer Tax returns required by reason of said transfer shall be timely prepared and filed by the party normally obligated by law or regulation to make such filing. The parties agree to reasonably cooperate with each other in connection with the preparation and filing of such returns, in obtaining all available exemptions from such sales, use and transfer Taxes, and in timely providing each other with resale certificates and any other documents necessary to satisfy any such exemptions.
(b) If Buyer, on the one hand, or Seller, on the other hand, pays any Tax agreed to be borne by the other party under this Agreement, such other party shall promptly (within 10 daysBusiness Days) reimburse the paying party for the amounts so paid. If any party receives any refund or credit to which another party is entitled under this Agreement, the receiving party shall promptly (within 10 daysBusiness Days) pay such amounts to the party entitled thereto.
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Closing Costs; Transfer Taxes and Fees. (a) Each Party Buyer shall pay the cost of all sales sales, use and use transfer Taxes arising out of the transfer of the Purchased Assets pursuant to this Agreement normally paid by and Seller shall reimburse Buyer for fifty percent (50%) of such party in accordance with local practices in the State of Texassales, use and transfer Taxes. Buyer and Seller shall equally jointly determine the amount of any such sales, use and transfer Taxes payable. Buyer shall pay all costs and expenses (including, without limitation, recording fees and real estate transfer Taxes and real estate transfer stamps) incurred in connection with obtaining or recording title to the Purchased Assets. Seller shall be responsible for all costs and expenses in obtaining and recording releases of Seller's Liens on the Purchased Assets. The sales, use and transfer Tax tax returns required by reason of said transfer shall be timely prepared and filed by the party normally obligated by law or regulation to make such filing. The parties agree to cooperate with each other in connection with the preparation and filing of such returns, in obtaining all available exemptions from such sales, use and transfer Taxes, and in timely providing each other with resale certificates and any other documents necessary to satisfy any such exemptions.
(b) If Buyer, on the one hand, Buyer or Seller, on the other hand, Seller pays any Tax agreed to be borne by the other party under this Agreement, such other party shall promptly (within 10 business days) reimburse the paying party for the amounts so paid. If any party receives any refund or credit of Tax to which another party is entitled under this Agreement, the receiving party shall promptly (within 10 days) pay such amounts to the party entitled thereto.
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Closing Costs; Transfer Taxes and Fees. (a) Each Party Buyer shall pay the cost of all sales and use Taxes arising out of the transfer of the Purchased Assets pursuant to this Agreement normally paid by such party in accordance with local practices in the State of Texas. Buyer and Seller shall equally reimburse Buyer for fifty percent (50%) of such sales and use Taxes within ten business days of Seller's receipt of documents supporting such costs. Buyer shall pay all costs and expenses (including, without limitation, recording fees and real estate transfer Taxes and real estate transfer stamps) incurred in connection with obtaining or recording title to the Purchased Assets. Seller shall be responsible for all costs and expenses in obtaining and recording releases of Seller's Liens on the Purchased Assets. The sales, use and transfer Tax tax returns required by reason of said transfer shall be timely prepared and filed by the party normally obligated by law or regulation to make such filing. The parties agree to cooperate with each other in connection with the preparation and filing of such returns, in obtaining all available exemptions from such sales, use and transfer Taxes, and in timely providing each other with resale certificates and any other documents necessary to satisfy any such exemptions.
(b) If Buyer, on the one hand, Buyer or Seller, on the other hand, Seller pays any Tax agreed to be borne by the other party under this Agreement, such other party shall promptly (within 10 business days) reimburse the paying party for the amounts so paid. If any party receives any refund or credit of Tax to which another party is entitled under this Agreement, the receiving party shall promptly (within 10 business days) pay such amounts to the party entitled thereto.
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