Prorations; Transfer Taxes Sample Clauses

Prorations; Transfer Taxes. (a) All ad valorem and personal property Taxes with respect to the Business Assets (including the Purchased Business Assets and the Business Assets held by the Purchased Business Companies) shall be apportioned and shall be adjusted, as of the Closing Date, and the net amount thereof shall be added to or deducted from, as the case may be, that portion of the Base Purchase Price paid by Purchaser on the Closing Date. (b) Sellers and Purchaser shall each pay one-half of the Transfer Taxes payable with respect to the sale by Sellers in the aggregate, on the one hand, and purchase by Purchaser, on the other hand, of the Purchased Business Assets and the Purchased Shares. Purchaser shall pay all Taxes arising out of any post-Closing restructuring or reorganization of the Purchased Business Companies or the Purchased Business Assets. Sellers shall pay all Taxes (including Transfer Taxes) arising out of any pre-Closing restructuring or reorganization of the Business Companies or Business Assets, including, without limitation, any assignment, conveyance or transfer of Business Assets from a Seller, any Business Company or any of their Affiliates to a Purchased Business Company or Xxxxxx Xxxxxxx Valves Italy (the “Restructuring”). Notwithstanding the forgoing, the cash deliverable by Purchaser at Closing shall be reduced by the amount of any applicable withholding Taxes relating to such purchase. Notwithstanding the forgoing, Purchaser shall pay all of the Transfer Taxes with respect to the sale by Sellers of the Purchased Business Assets and the Purchased Shares in the amount and to the extent that Purchaser reasonably believes it will receive and actually utilize a credit generated for such payment from any relevant taxing authority and that such credit will result in a reduction in Taxes actually payable by Purchaser during the period including the Closing Date and ending at the end of the period including the third anniversary of the Closing Date. To the extent Purchaser does not actually claim and utilize a credit for such payment and experience a reduction in Taxes actually payable during the period including the Closing Date and ending at the end of the period including the third anniversary of the Closing Date, Sellers shall reimburse Purchaser for one-half of any such payment. For any Transfer Taxes that are paid one-half by Sellers and one-half by Purchaser, Sellers and Purchaser likewise shall share on a 50/50 basis any cash refunds of such shared Transf...
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Prorations; Transfer Taxes. All collected rents and other payments from tenants under leases affecting the real property owned by the Property Owning Subsidiaries shall be prorated between Assignor and Assignee as of 11:59 p.m. on the day prior to the Closing. Interest due with respect to the Existing Loan for the month in which Closing occurs shall be prorated between the parties with Assignor responsible for the Existing Loan interest to the date preceding the Closing and Assignee responsible for the Existing Loan interest on and after the date of Closing. In the event any realty transfer taxes are at any time imposed on or in connection with this transaction, they shall be borne equally by Assignor and Assignee.
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Prorations; Transfer Taxes. Seller shall be responsible for the timely filing of any and all income and other tax returns related to Copy Concepts for all periods prior to and through the Closing Date and all tax liability related thereto, including but not limited to, federal and state (for Texas, Florida and Tennessee) income tax and state sales tax, personal property and sales and use taxes, including without limitation, any and all income tax liability for the period prior to and through the Closing Date on any state or federal income tax return that is filed subsequent to the Closing Date. Seller shall give Buyer copies of such returns reasonably in advance of their filing dates to permit Buyer to comment to Seller thereon. Such comments shall not in any way affect Seller’s sole and full responsibility therefor. All customary prorations with respect to personal property taxes, property and equipment and machinery rentals, and other proratable charges directly related to the operation of the Business and the Assets shall be adjusted between the parties as of the Closing Date. Buyer shall be responsible for all such taxes after the Closing Date. Seller shall pay any and all sales, use, or transfer taxes incurred as a result of the sale between the parties at the Closing or as soon thereafter as reasonably practicable, but in any case within thirty (30) days of the Closing Date. In the event any or all of the prorations required by this Section are not effected on the Closing Date, the parties shall reflect them on the post-Closing financial statements, provided in the next Section, and related sums owed shall be paid in accordance with such Section, any Taxes owed to continue to be the sole responsibility of Seller.
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Related to Prorations; Transfer Taxes

  • Transfer Taxes On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

  • Expenses; Transfer Taxes Each party hereto will bear the legal, accounting and other expenses incurred by such party in connection with the negotiation, preparation and execution of this Agreement, the Transaction Documents, and the transactions contemplated hereby. All sales, transfer, recordation and documentary Taxes and fees which may be payable in connection with the transactions contemplated by this Agreement shall be borne by Transferor.

  • Sales and Transfer Taxes Seller and Purchaser shall be equally responsible for the payment of all transfer, recording, documentary, stamp, sales, use (including all bulk sales Taxes) and other similar Taxes and fees (collectively, the “Transfer Taxes”), that are payable or that arise as a result of the P&A Transaction, when due. Seller shall file any Tax Return that is required to be filed in respect of Transfer Taxes described in this Section 8.3 when due, and Purchaser shall cooperate with respect thereto as necessary.

  • Transfer Tax The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees and any similar taxes which become payable in connection with the transactions contemplated by this Agreement (together with any related interest, penalties or additions to tax, "Transfer Taxes"). All Transfer Taxes shall be paid by the Company and expressly shall not be a liability of any holder of the Company Common Stock.

  • No Transfer Taxes There are no transfer taxes or other similar fees or charges under federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Company of the Shares.

  • Transfer Taxes and Expenses The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

  • Stock Transfer Taxes On each Settlement Date, all stock transfer or other taxes (other than income taxes) which are required to be paid in connection with the sale and transfer of the Placement Shares to be sold hereunder will be, or will have been, fully paid or provided for by the Company and all laws imposing such taxes will be or will have been fully complied with.

  • Liability for Transfer Taxes The Stockholder agrees to indemnify the Company for any Incremental Transfer Taxes incurred as a result of any direct or indirect transfers of the Company Shares received in connection with the transactions contemplated hereby, or interests therein (other than the receipt of the Merger Consideration by the Stockholder pursuant to the Merger Agreement) within two years after the IPO Closing Date; provided that such Company Shares shall be the Company’s sole recourse with respect to such indemnification obligation. The Stockholder hereby grants a security interest in 50% of its Company Shares received in the Merger to the Company and hereby irrevocably appoints the Company, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Company. The security interest granted pursuant to this Section 6.05 shall attach to the Company Shares that are not included in the Indemnity Holdback Amount. The Company agrees that the security interest in the Company Shares received by the Stockholder in the Merger may be released, or collateral may be substituted, in accordance with the terms of the Escrow Agreement.

  • Conveyance Taxes The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time.

  • Duties, Transfer Taxes, Etc No stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other taxes are payable by the Agent in the United States or any political subdivision or taxing authority thereof or therein in connection with the execution, delivery or performance of this Agreement by the Company or the sale and delivery by the Company of the Shares.

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