Occasional Sale. Since this transaction is an isolated or occasional sale, no tax will be collected from Buyer. If, however, this transaction is later deemed to be other than an occasional sale, Buyer agrees to be responsible, and shall indemnify and hold Seller harmless, for any and all sales or transfer taxes or fees (including related penalty, interest or legal costs) due by virtue of this transaction on the Properties assigned and conveyed, and the Buyer shall remit such sales or transfer taxes at that time. Seller and Buyer agree to reasonably cooperate with each other in demonstrating that the requirements for an occasional or isolated sale or any other sales tax exemption have been met.
Occasional Sale. Sellers and Buyer believe that this purchase and sale of --------------- the Interests constitutes an isolated or occasional sale and is not subject to sales tax; provided, however, if any sales, transfers, use taxes or other similar taxes are due or should hereafter become due (including penalty and interest thereon) by reason of this transaction, Buyer shall timely pay and solely bear all such taxes.
Occasional Sale. Buyer and Seller believe that the purchase and sale of the Assets constitutes an occasional sale of the entire operating assets of a separate division of Seller within the meaning of Texas Tax Code ss. 151.304(b)(2) and Texas Administrative Code ss. 3.316(d).
Occasional Sale. 40 11.4 Non-Assignable Property Interests.............................40 11.5 Cooperation by ProMedCo and ProMedCo-Harrisburg...............40 11.6
Occasional Sale. 33 11.4 Collection of Accounts Receivable..............................33 11.5 Non-Assignable Property Interests.............................33 11.6 Cooperation by ProMedCo and ProMedCo-SW.......................33 11.7 Cooperation by SELLER.........................................34 11.8 Notices. .....................................................34 11.9
Occasional Sale. SELLER, ProMedCo and ProMedCo-SW believe that the transaction contemplated by this Agreement constitute an occasional sale of an entire business and, therefore, the sale of any and all items of tangible personal property to ProMedCo-SW pursuant to this Agreement is exempt from any and all state and local sales and use tax. In the event the transactions contemplated by this Agreement do not qualify for such exemption or other applicable exemption and the State of Florida seeks to collect sale or use tax under the Florida Tax Code, ProMedCo-SW shall be liable and responsible for any such tax. SELLER shall cooperate with ProMedCo-SW in connection with any audit of this transaction regarding the application of the sales tax law thereto.
Occasional Sale. All of the operating assets of each Seller will be transferred to and operated by a single Buyer.
Occasional Sale. The sale of the Purchased Assets as contemplated by this Agreement is exempt from Texas state sales tax in that either it constitutes an "occasional sale," as that term is defined under applicable Texas laws, rules and regulations, or another exemption exists from the requirements that such sales tax be collected and paid in connection with the sale of the Purchased Assets as contemplated by this Agreement.
Occasional Sale. HealthAmerica, ProMedCo and ProMedCo-Harrisburg believe that the transaction contemplated by this Agreement constitute the sale of an entire operating unit or a separate division or a separate identifiable segment of a division in accordance with the Pennsylvania Tax Code, and, therefore, the sale of any and all items of tangible personal property to ProMedCo-Harrisburg pursuant to this Agreement is exempt from any and all state and local sales and use tax. In the event the transactions contemplated by this Agreement do not qualify for such exemption or other applicable exemption and the Commonwealth of Pennsylvania seeks to collect sale or use tax under the Pennsylvania Tax Code, ProMedCo-Harrisburg shall be liable and responsible for any such tax. HealthAmerica shall cooperate with ProMedCo-Harrisburg in connection with any audit of this transaction regarding the application of the sales tax law thereto.
Occasional Sale. This purchase and sale constitutes an isolated or occasional sale and is not subject to sales or use tax with any of the taxing authorities having jurisdiction over this transaction, and no sales tax need be collected by Seller from Buyer at Closing. Seller agrees to cooperate with Buyer in demonstrating the requirements for an isolated or occasional sale or that other sales tax exemptions have been met.
