Method of Delivery of Assets; Transfer Taxes Sample Clauses

Method of Delivery of Assets; Transfer Taxes. At the Closing, Seller shall deliver or cause to be delivered to Buyer or a Subsidiary or Affiliate of Buyer, as applicable, all of the Purchased Assets, which shall be delivered to Buyer or a Subsidiary or Affiliate of Buyer, as applicable, in the form and to the location to be determined by Buyer in its reasonable discretion before the Closing Date at Seller’s cost and expense; provided, however, that, to the extent practicable, Seller shall deliver all of the Purchased Assets through electronic delivery or in another manner reasonably calculated and legally permitted to minimize or avoid the incurrence of transfer and sales Taxes if such method of delivery does not adversely affect the condition, operability or usefulness of any Purchased Asset. Seller will pay all sales, transfer, bulk sales, stamp, income, capital gains, use or other Taxes associated with the transactions contemplated by this Agreement. Seller shall provide to Buyer a copy of any Tax Returns (as defined in Section 3.7) reflecting the payment of all Taxes paid by Seller as a result of the Asset Acquisition.
Sample 1
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Method of Delivery of Assets; Transfer Taxes. At the Closing, Sellers shall make available to Acquiror all of the Purchased Assets, at the respective premises of each Seller; provided, that, to the extent practicable, Sellers shall deliver all of the Purchased Assets through electronic delivery, or in another manner requested by Acquiror and at Acquiror’s cost and expense that is reasonably calculated and legally permitted to minimize or avoid the incurrence of Transfer Taxes, in each case if such method of delivery does not adversely affect the condition, operability or usefulness of any Purchased Asset. Seller shall be responsible for 50% of all Transfer Taxes incurred in connection with this Agreement, the Asset Purchase and the other transactions contemplated hereby, other than any California sales tax payable with respect to the transfer of the Purchased Assets (the “Seller Transfer Taxes”). Acquiror shall be responsible for 50% of all Transfer Taxes incurred in connection with this Agreement, the Asset Purchase and the other transactions contemplated hereby, other than any California sales tax payable with respect to the transfer of the Purchased Assets for which Acquiror will be fully responsible (the “Acquiror Transfer Taxes”). Each of Parent and Acquiror will pay all Transfer Taxes and file all required Transfer Tax Returns in a timely manner. Any VAT payable for any part of the Purchase Price shall be paid by the Acquiror Sub. For the avoidance of doubt, the Acquiror Parent will arrange for the Acquiror Sub to have the means to make such payment.
Sample 1
Method of Delivery of Assets; Transfer Taxes. The Purchased Assets shall be delivered to Acquirer in the form and to the location to be determined by Acquirer in its reasonable discretion before the Closing Date; provided, that, to the extent practicable, the Company shall deliver all of the Purchased Assets through electronic delivery or in another manner reasonably calculated and legally permitted to minimize or avoid the incurrence of any transfer, documentary, sales, use, registration, value added and other such Taxes and fees (including any penalties and interest) imposed on the Acquirer or the Company in connection with this Agreement (“Transfer Taxes”) if such method of delivery does not adversely affect the condition, operability or usefulness of any Purchased Asset. All Transfer Taxes will be borne 50% by Company and 50% by Acquirer. The Company will prepare and file or cause to be filed, when due, all Tax Returns with respect to all such Transfer Taxes and Acquirer shall promptly reimburse the Company for its share of Taxes paid by the Company with such Tax Returns.
Sample 1
Method of Delivery of Assets; Transfer Taxes. The Purchased Assets shall be delivered to Acquirer in the form and to the location to be determined by Acquirer in its reasonable discretion before the Closing Date; provided that, (i) with respect to the Transferred Data and the Transferred Materials, the Company shall comply with the delivery requirements, format or protocol, as applicable, set forth in Schedule 2.1(a)(ii) (Transferred Data) and Schedule 2.1(a)(iii) (Transferred Materials) respectively, and, (ii) to the extent practicable, the Company shall deliver all of the Purchased Assets (other than the Transferred Materials) through electronic delivery or in another manner reasonably calculated and legally permitted to minimize or avoid the incurrence of any sales, use of other transfer Taxes if such method of delivery does not adversely affect the condition, operability or usefulness of any Purchased Asset. The Company will pay all sales, income, transfer, documentary, capital gains, use, stamp, registration or other Taxes associated with its receipt of consideration in connection with the transactions contemplated by this Agreement, and the Company will, at its own expense, fill all necessary material Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees.
Sample 1
Method of Delivery of Assets; Transfer Taxes. The Purchased Assets shall be delivered to Purchaser (or a Subsidiary of Purchaser, if so directed by Purchaser) in the form and to the location to be determined by Purchaser in its reasonable discretion before the Closing Date; provided, that, to the extent practicable, Seller shall deliver all of the Purchased Assets through electronic delivery or in another manner reasonably calculated and legally permitted to minimize or avoid the incurrence of transfer and sales Taxes if such method of delivery does not adversely affect the condition, operability or usefulness of any Purchased Asset. The party required by law to file shall file all Tax Returns required to be filed with respect to and will pay any and all transfer, sales, use, purchase, value added, excise, real property, personal property, intangible, stamp, or similar Taxes imposed on, or resulting from, the transfer of any of the Purchased Assets and assumption of the Assumed Liabilities pursuant to this Agreement (collectively, "Transfer Taxes"). Seller shall pay any Transfer Taxes and shall reimburse Purchaser for any Transfer Taxes paid by it within 15 days of receipt of written notice and proof of payment of Transfer Taxes paid by Seller. For purposes of this Section 1.10(c), Purchaser acknowledges and agrees that the Materials are the only tangible materials in Seller's possession or control with respect to the Seller Products (including the Seller Antiviral Products), and that such Materials will be made available to Purchaser at their respective storage locations.
Sample 1
Method of Delivery of Assets; Transfer Taxes. The Purchased Assets shall be delivered to Acquiror in the form and to the location to be determined by Acquiror in its reasonable discretion; provided, that, to the extent practicable, Seller shall deliver all of the Purchased Assets through electronic delivery or in another manner reasonably calculated and legally permitted to minimize or avoid the incurrence of transfer and sales Taxes if such method of delivery does not adversely affect the condition, operability or usefulness of any Purchased Asset.
Sample 1
Method of Delivery of Assets; Transfer Taxes. The Purchased Assets shall be delivered to Buyer or a Subsidiary or Affiliate of Buyer, as applicable, in the form and to the location to be mutually determined by Seller and Buyer before the Closing Date at Buyer’s cost and expense; provided, that, to the extent practicable, Seller and the Seller Subsidiaries shall deliver all of the Purchased Assets through electronic delivery or in another manner reasonably calculated and legally permitted to minimize or avoid the incurrence of transfer and sales Taxes if such method of delivery does not adversely affect the condition, operability or usefulness of any Purchased Asset. Buyer and Seller will share equally in the payment of all sales, transfer, bulk sales, stamp, income, capital gains, use, purchase, value added, excise, real and personal property or other Taxes associated with the transactions contemplated by this Agreement (collectively, “Transfer Taxes”), including those Transfer Taxes imposed on or with respect to Buyer or the Purchased Assets. Buyer and Seller shall share equally in any expenses associated with the filing of all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable Legal Requirements, Buyer will join Seller in the execution of any such Tax Returns and other documentation.
Sample 1
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Related to Method of Delivery of Assets; Transfer Taxes

  • Free Delivery of Assets Notwithstanding any other provision of this Agreement and except as provided in Section 3 hereof, the Custodian, upon receipt of Special Instructions, will undertake to make free delivery of Assets, provided such Assets are on hand and available, in connection with a Fund's transactions and to transfer such Assets to such broker, dealer, Subcustodian, bank, agent, Securities System or otherwise as specified in such Special Instructions.

  • Delivery of Assets Each Investment Company may deliver to the Custodian Securities and cash owned by the Funds, payments of income, principal or capital distributions received by the Funds with respect to Securities owned by the Funds from time to time, and the consideration received by the Funds for such Shares or other securities of the Funds as may be issued and sold from time to time. The Custodian shall have no responsibility whatsoever for any property or assets of the Funds held or received by the Funds and not delivered to the Custodian pursuant to and in accordance with the terms hereof. All Securities accepted by the Custodian on behalf of the Funds under the terms of this Agreement shall be in "street name" or other good delivery form as determined by the Custodian.

  • Delivery of Asset Delivery of the Asset shall be made as soon as practicable following the Closing.

  • Delivery of Assets to Custodian The Trust shall deliver, or cause to be delivered, to the Custodian all of the Fund's Securities, cash and other investment assets, including (i) all payments of income, payments of principal and capital distributions received by the Fund with respect to such Securities, cash or other assets owned by the Fund at any time during the period of this Agreement, and (ii) all cash received by the Fund for the issuance of Shares. The Custodian shall not be responsible for such Securities, cash or other assets until actually received by it.

  • Delivery of Assets to Third Parties Custodian will receive delivery of and keep safely the assets of Fund delivered to it from time to time and the assets of each Portfolio segregated in a separate account. Custodian will not deliver, assign, pledge or hypothecate any such assets to any person except as permitted by the provisions of this Agreement or any agreement executed by it according to the terms of Section 3.S. of this Agreement. Upon delivery of any such assets to a subcustodian pursuant to Section 3.S. of this Agreement, Custodian will create and maintain records identifying those assets which have been delivered to the subcustodian as belonging to the applicable Portfolio of the Fund. The Custodian is responsible for the safekeeping of the securities and monies of Fund only until they have been transmitted to and received by other persons as permitted under the terms of this Agreement, except for securities and monies transmitted to United Missouri Bank of Kansas City, N.A. (UMBKC), United Missouri Trust Company of New York (UMBTC), and First National Bank of Chicago (FNBC) for which Custodian remains responsible. Custodian shall be responsible for the monies and securities of Fund(s) held by eligible foreign subcustodians to the extent the domestic subcustodian with which the Custodian contracts is responsible to Custodian. Custodian may participate directly or indirectly through a subcustodian in the Depository Trust Company, Treasury/Federal Reserve Book Entry System, Participant Trust Company, Treasury/Federal Reserve Book Entry System, Participant Trust Company or other depository approved by the Fund (as such entities are defined at 17 CFR Section 270.17f(b)).

  • Stamp or Other Transfer Taxes Upon any sale of Exchangeable Shares to Parent pursuant to the Exchange Right or the Automatic Exchange Rights, the share certificate or certificates representing Parent Common Shares to be delivered in connection with the payment of the total purchase price therefor shall be issued in the name of the Beneficiary of the Exchangeable Shares so sold or in such names as such Beneficiary may otherwise direct in writing without charge to the holder of the Exchangeable Shares so sold; provided, however, that such Beneficiary (a) shall pay (and none of Parent, ExchangeCo or Trustee shall be required to pay) any documentary, stamp, transfer or other taxes that may be payable in respect of any transfer involved in the issuance or delivery of such shares to a Person other than such Beneficiary or (b) shall have evidenced to the satisfaction of Trustee, Parent and ExchangeCo that such taxes, if any, have been paid.

  • Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases (a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Sections 2.02 or 2.03 shall be made unless the Seller delivers to the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that such repurchase or substitution would not (i) result in the imposition of the tax on "prohibited transactions" of REMIC I, REMIC II or REMIC III or contributions after the Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence.

  • Sale and Delivery of Shares (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell Shares from time to time through the Manager, acting as sales agent, and the Manager agrees to use its reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms.

  • Purchase of Assets, Investments No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) acquire or enter into any agreement to acquire any assets other than in the Ordinary Course of Business or as permitted under clause (h) of the definition of Permitted Investments; (b) engage or enter into any agreement to engage in any joint venture or partnership with any other Person; or (c) acquire or own or enter into any agreement to acquire or own any Investment in any Person other than Permitted Investments.

  • Delivery of Consideration 6 3.1 Stockholders' Consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3.2 Stockholders' Deliveries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

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