Common use of Liability for Transfer Taxes Clause in Contracts

Liability for Transfer Taxes. Seller shall be responsible for the timely payment of, and shall indemnify and hold harmless Buyer against, all sales (including, without limitation, bulk sales), 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 pursuant to this Agreement and the Collateral Agreements. Seller shall prepare and timely file all Tax Returns required to be filed in respect of Transfer Taxes (including, without limitation, all notices required to be given with respect to bulk sales taxes), provided that Buyer shall be permitted to prepare any such Tax Returns that are the primary responsibility of Buyer under applicable law. Buyer's preparation of any such Tax Returns shall be subject to Seller's approval, which approval shall not be withheld unreasonably.

Liability for Transfer Taxes. The Seller shall be responsible for the timely payment of, and shall indemnify and hold harmless the Buyer against, all sales (including, without limitation, bulk sales), use, value added, documentary, stamp, gross receipts, registration, transfer, conveyance, excise, recording, firearm, ammunition, license and other similar Taxes taxes and fees ("Transfer Taxes"), arising out of or in connection with or attributable to the transactions effected pursuant to this Agreement and the Collateral AgreementsAgreement. The Seller shall prepare and timely file all Tax Returns required to be filed in respect of Transfer Taxes (including, without limitation, all notices required to be given with respect to bulk sales taxes), provided that the Buyer shall be permitted to prepare any such Tax Returns that are the primary responsibility of the Buyer under applicable law. The Buyer's preparation of any such Tax Returns shall be subject to Seller's approval, which approval shall not be withheld unreasonably.

Liability for Transfer Taxes. Seller The Company shall be responsible for the timely payment of, and shall indemnify and hold harmless the Buyer Indemnified Parties against, all sales (including, without limitation, bulk sales), 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 pursuant to this Agreement and the Collateral Agreementsother Transaction Documents. Seller The Sellers shall prepare and timely file all Tax Returns required to be filed in respect of Transfer Taxes (including, without limitation, all notices required to be given with respect to bulk sales taxes), provided that the Buyer shall be permitted to prepare any such Tax Returns that are the primary responsibility of the Buyer under applicable law. The Buyer's preparation of any such Tax Returns shall be subject to Sellerthe Company's approval, which approval shall not be withheld unreasonably.

Liability for Transfer Taxes. Seller Medi-Flex shall be responsible for the timely payment of, and shall indemnify and hold harmless the Buyer against, all sales (including, without limitation, bulk sales), use, value added, documentary, stamp, gross receipts, registration, transfer, conveyance, excise, recording, license and other similar Taxes taxes and fees ("Transfer Taxes"), if any, arising out of or in connection with or attributable to the transactions effected pursuant to this Agreement and the Collateral Agreements. Seller Medi-Flex shall prepare and timely file all Tax Returns tax returns required to be filed in respect of Transfer Taxes (including, without limitation, all notices required to be given with respect to bulk sales taxes), provided that the Buyer shall be permitted to prepare any such Tax Returns that are the primary its primarily responsibility of Buyer under applicable law. The Buyer's preparation of any such Tax Returns tax returns shall be subject to SellerMedi-Flex's approval, which approval shall not be withheld unreasonably.

Liability for Transfer Taxes. Seller The Sellers shall be responsible for the timely payment of, and shall indemnify and hold harmless the Buyer against, all sales (including, without limitation, bulk sales, if applicable), 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 pursuant to this Agreement and the Collateral Agreements. The Seller shall prepare and timely file all Tax Returns required to be filed in respect of Transfer Taxes (including, without limitation, all notices required to be given with respect to bulk sales taxes), provided that the Buyer shall be permitted to prepare any such Tax Returns that are the primary responsibility of the Buyer under applicable lawApplicable Law. The Buyer's preparation of any such Tax Returns shall be subject to Seller's approval, which approval shall not be withheld unreasonably.

Liability for Transfer Taxes. Seller shall be responsible for the timely payment ofof all income, and shall indemnify and hold harmless Buyer against, all sales (including, without limitation, bulk sales), use, value added, documentary, stamp, gross receipts, registration, transfer, conveyance, excise, recording, license and other similar Taxes (as defined in Section 6(i) hereof) and fees (collectively, "Transfer Taxes"), arising out of or in connection with or attributable to the transactions effected pursuant to this Agreement and the Collateral Related Agreements. Seller shall prepare and timely file all Tax Returns tax returns required to be filed in respect of Transfer Taxes (including, without limitation, all notices required to be given with respect to bulk sales taxes), provided that Buyer Purchaser shall be permitted to prepare any such Tax Returns tax returns that are the primary responsibility of Buyer Purchaser under applicable lawApplicable Law. BuyerPurchaser's preparation of any such Tax Returns tax returns shall be subject to Seller's approval, which approval shall not be unreasonably withheld unreasonablyor delayed.

Liability for Transfer Taxes. Seller shall hereby agrees to be responsible for the timely payment of, and shall indemnify and hold harmless Buyer Purchaser from and against, all sales (including, without limitation, bulk sales), use, value added, documentary, stamp, gross receipts, registration, transfer, conveyance, excise, recording, license excise and other similar Taxes taxes and fees ("collectively, “Transfer Taxes"”), arising out of or in connection with or attributable to the transactions effected pursuant to this Agreement and the Collateral AgreementsAgreement. Seller shall prepare and timely file all Tax Returns tax returns required to be filed in with respect of to all Transfer Taxes Taxes, if any (including, without limitation, all notices required to be given with respect to bulk sales taxes), provided that Buyer Purchaser shall be permitted to prepare any such Tax Returns tax returns that are the primary responsibility of Buyer Purchaser under applicable law. Buyer's Purchaser’s preparation of any such Tax Returns tax returns shall be subject to Seller's ’s approval, which approval shall not be withheld unreasonablyunreasonably withheld. Purchaser agrees to execute and deliver to Seller a resale certificate in form and substance reasonably satisfactory to Seller’s counsel.

Liability for Transfer Taxes. The Seller shall be responsible for the timely payment of, and shall indemnify and hold harmless the Buyer against, all sales (including, without limitation, bulk sales), use, value added, documentary, stamp, gross receipts, registration, transfer, conveyance, excise, recording, firearm, ammunition, license and other similar Taxes and fees ("“Transfer Taxes"”), arising out of or in connection with or attributable to the transactions effected pursuant to this Agreement and the Collateral AgreementsAgreement. The Seller shall prepare and timely file all Tax Returns required to be filed in respect of Transfer Taxes (including, without limitation, all notices required to be given with respect to bulk sales taxes), provided that the Buyer shall be permitted to prepare any such Tax Returns that are the primary responsibility of the Buyer under applicable law. The Buyer's ’s preparation of any such Tax Returns shall be subject to Seller's ’s approval, which approval shall not be withheld unreasonably.