Common use of No Transfer Taxes Clause in Contracts

No Transfer Taxes. The sale, transfer, assignment and conveyance of the Receivables by the Seller pursuant to this Agreement is not subject to and will not result in any tax, fee or governmental charge payable by the Depositor, the Seller, the Issuer or the Indenture Trustee to any federal, state or local government (“Transfer Taxes”) other than Transfer Taxes which have or will be paid by the Seller as due. In the event the Depositor, the Issuer or the Indenture Trustee receives actual notice of any Transfer Taxes arising out of the transfer, assignment and conveyance of the Receivables, on written demand by the Depositor, the Issuer or the Indenture Trustee, or upon the Seller’s otherwise being given notice thereof by the Depositor, the Issuer or the Indenture Trustee, the Seller shall pay, and otherwise indemnify and hold the Depositor, the Issuer and the Indenture Trustee harmless, on an after-tax basis, from and against any and all such Transfer Taxes (it being understood that the Depositor, the Noteholders, the Indenture Trustee and the Issuer shall have no obligation to pay such Transfer Taxes).

Appears in 11 contracts

Samples: Receivables Purchase Agreement (BMW Fs Securities LLC), Receivables Purchase Agreement (BMW Fs Securities LLC), Receivables Purchase Agreement (BMW Fs Securities LLC)

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No Transfer Taxes. The sale, transfer, assignment and conveyance of the Receivables by the Seller pursuant to this Agreement is not subject to and will not result in any tax, fee or governmental charge payable by the Depositor, the Seller, the Issuer or the Indenture Trustee to any federal, state or local government ("Transfer Taxes") other than Transfer Taxes which have or will be paid by the Seller as due. In the event the Depositor, the Issuer or the Indenture Trustee receives actual notice of any Transfer Taxes arising out of the transfer, assignment and conveyance of the Receivables, on written demand by the Depositor, the Issuer or the Indenture Trustee, or upon the Seller’s 's otherwise being given notice thereof by the Depositor, the Issuer or the Indenture Trustee, the Seller shall pay, and otherwise indemnify and hold the Depositor, the Issuer and the Indenture Trustee harmless, on an after-tax basis, from and against any and all such Transfer Taxes (it being understood that the Depositor, the Noteholders, the Indenture Trustee and the Issuer shall have no obligation to pay such Transfer Taxes).

Appears in 3 contracts

Samples: Receivables Purchase Agreement (BMW Fs Securities LLC), Receivables Purchase Agreement (BMW Vehicle Owner Trust 2004-A), Receivables Purchase Agreement (BMW Vehicle Owner Trust 2002-A)

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No Transfer Taxes. The sale, transfer, assignment and conveyance of the Receivables Loans by the Loan Seller pursuant to this Agreement is not subject to and will not result in any tax, fee or governmental charge payable by the Depositor, the Loan Seller, the Issuer Issuing Entity or the Indenture Trustee to any federal, state or local government (“Transfer Taxes”) other than Transfer Taxes which have been or will be paid by the Loan Seller as and when due. In the event the Depositor, the Issuer Issuing Entity or the Indenture Trustee receives actual notice of any Transfer Taxes arising out of the transfer, assignment and conveyance of the ReceivablesLoans, on written demand by the Depositor, the Issuer Issuing Entity or the Indenture Trustee, or upon the Loan Seller’s otherwise being given notice thereof by the Depositor, the Issuer Issuing Entity or the Indenture Trustee, the Loan Seller shall pay, and otherwise indemnify and hold the Depositor, the Issuer Issuing Entity and the Indenture Trustee harmless, on an after-tax basis, from and against against, any and all such Transfer Taxes (it being understood that the Depositor, the Noteholders, the Indenture Trustee and the Issuer Issuing Entity shall have no obligation to pay such Transfer Taxes).

Appears in 1 contract

Samples: Asset Purchase Agreement (Huntington Funding, LLC)

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