Common use of Resale or Other Exemption Certificates Clause in Contracts

Resale or Other Exemption Certificates. At the Closing (or within such reasonable time thereafter as may be necessary to perfect the resale or other exemption benefits), Purchaser shall deliver to Seller fully completed and executed resale exemption certificates or other applicable exemption certificates for all states and localities identified by Seller in Schedule 6.4 as jurisdictions in which Purchased Inventory is to be transferred. To the extent any jurisdiction refuses to accept any resale exemption certificate or other applicable exemption certificate provided by Purchaser, Seller and Purchaser agree that any Transfer Taxes (and related interest and penalty) assessed by such jurisdiction shall be borne by the Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Frederick's of Hollywood Group Inc /Ny/)

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Resale or Other Exemption Certificates. At the Closing (or within such reasonable time thereafter as may be necessary to perfect the resale or other exemption benefitscertificates), Purchaser shall deliver to Seller fully completed and executed resale exemption certificates or other applicable exemption certificates for all states and localities jurisdictions identified by Seller in Schedule 6.4 as jurisdictions in which Purchased Inventory is to be transferred. To the extent any jurisdiction refuses to accept any resale exemption certificate or other applicable exemption certificate provided by Purchaser, Seller and Purchaser agree that any Transfer Taxes (and related interest and penalty) assessed by such jurisdiction shall be borne equally by the PurchaserPurchaser and Seller, as contemplated by Article ‎VII.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Littelfuse Inc /De)

Resale or Other Exemption Certificates. At the Closing (or within such reasonable time thereafter as may be necessary to perfect the resale or other exemption benefitscertificates), Purchaser shall deliver to Seller fully completed and executed resale exemption certificates or other applicable exemption certificates for all states and localities jurisdictions identified by Seller in Schedule 6.4 5.10 of the Seller Disclosure Letter as jurisdictions in which Purchased Inventory is to be transferred. To the extent any jurisdiction refuses to accept any resale exemption certificate or other applicable exemption certificate provided by Purchaser, Seller and Purchaser agree that any Transfer sales or use Taxes (and related interest and penalty) assessed by such jurisdiction shall be borne by the Purchaser.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Bel Fuse Inc /Nj)

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Resale or Other Exemption Certificates. At the Closing (or within such reasonable time thereafter as may be necessary to perfect the resale or other exemption benefitscertificates), Purchaser shall deliver to Seller fully completed and executed resale exemption certificates or other applicable exemption certificates for all states and localities identified by Seller in Schedule 6.4 5.10 of the Seller Disclosure Letter as jurisdictions in which Purchased Inventory is to be transferred. To the extent any jurisdiction refuses to accept any resale exemption certificate or other applicable exemption certificate provided by Purchaser, Seller and Purchaser agree that any Transfer Taxes (and related interest and penalty) assessed by such jurisdiction shall be borne by the PurchaserPurchaser and Seller as described in Article VII.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Tyco Electronics Ltd.)

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