Sales and Other Transfer Taxes. The Purchase Price does not include any sales taxes or other transfer taxes imposed in connection with the sale of the Assets. Buyer shall pay any sales tax or other transfer tax, as well as any applicable conveyance, transfer and recording fee and real estate transfer stamps or taxes imposed on the transfer of the Assets pursuant to the Agreement. If Buyer is of the opinion that it is exempt from the payment of any such sales tax or transfer tax, Buyer shall furnish to Seller the appropriate tax exemption certificate.
Sales and Other Transfer Taxes. Buyer shall bear the cost of all applicable sales taxes, real property transfer taxes and other taxes payable as a result of the transfer of the Assets.
Sales and Other Transfer Taxes. The Purchase Price and the adjusted Purchase Price provided for hereunder are exclusive of any sales taxes or other transfer taxes in connection with the sale of the Assets. Buyer shall bear the cost of all applicable sales taxes, real property transfer taxes, and other taxes (other than income taxes) payable as a result of the transfer of the Assets. Sales taxes shall be collected at the Closing and remitted by Seller in accordance with applicable law, and such other taxes payable as a result of the transfer shall be paid directly by the Buyer or as otherwise required. If at any time after the Closing, Seller or any affiliate shall become liable for sales or other taxes for which Buyer is responsible under this paragraph, Buyer shall promptly reimburse Seller or such affiliate for such taxes and related costs, including any penalties and interest thereon assessed by any governmental authority relating thereto. Buyer shall defend, indemnify and hold Seller harmless with respect to the payment of any of those taxes including any interest or penalties assessed thereon.
Sales and Other Transfer Taxes. Assignee shall bear the cost of all applicable sales taxes, real property transfer taxes, recording fees, and other taxes (other than income taxes) payable as a result of the transfer of the interest in the Assets conveyed hereunder and shall defend and hold Assignor harmless with respect to the reporting and payment of all such taxes (including any interest and penalties assessed thereon). Sales taxes shall be adjusted for in the Post-Closing Settlement and remitted by Assignor in accordance with applicable law, and such other taxes payable as a result of the transfer shall be paid directly by the Assignor or as otherwise required. If at any time after the Post-Closing Settlement, Assignor shall become liable for taxes for which Assignee is responsible under this section, Assignee shall promptly reimburse Assignor for such taxes and related costs, including any penalties and interest thereon assessed by any governmental authority relating thereto.
Sales and Other Transfer Taxes. Sellers shall bear all real, personal property, ad valorem or similar taxes and assessments (whether federal, state or local) (“Property Taxes”) that are assessed on, or that otherwise relate to, the operation or ownership of any of the Assets for a period that ends before the Effective Date; and all deductions, credits or refunds pertaining to the aforementioned taxes and assessments, no matter when received, belong to Sellers. Provided that Closing has occurred, Buyer shall bear all Property Taxes that are assessed on, or that otherwise relate to, the operation or ownership of any of the Assets for any period that begins on or after the Effective Date (excluding the income taxes of Sellers and any capital gains tax of the Sellers that arise from the transaction contemplated by this Agreement, which such taxes shall be the sole responsibility of the applicable Seller); and all deductions, credits and refunds pertaining to the aforementioned taxes and assessments, no matter when received, belong to Buyer. Property Taxes assessed on the Assets with respect to a period which begins before, and ends after, the Effective Date shall be prorated based on the number of days in such period which fall on each side of the Effective Date (with the day on which the Effective Date falls being counted in the period after the Effective Date). Any taxes and other charges calculated on the basis of production of Hydrocarbons from the Assets, or sales of production from the Assets, including severance taxes, production taxes, and oil extraction taxes (“Production Taxes”) shall be borne by Sellers if the time of production was before the Effective Date, and shall be borne by Buyer if the time of production was after the Effective Date. Actual amounts shall be accounted for as Purchase Price adjustments pursuant to Section 2.3. Buyer shall bear all sales tax (defined as any and all transfer, sales, gross receipts, compensating use, or similar taxes, and any associated penalties and interest), if any, on the transaction contemplated by this Agreement and any documentary, filing and recording fees required in connection with the processing, filing or recording of the assignments delivered hereunder; provided that, for the avoidance of doubt, such payment shall not be considered to be a gross-up payment and Buyer shall not be responsible for paying additional taxes on such grossed-up amount, if any are due. Each Party is responsible for filing any tax returns and handling paymen...
Sales and Other Transfer Taxes. Buyer shall bear the cost of any applicable sales taxes and real property transfer taxes payable as a result of the transfer of MCN Program Assets.
Sales and Other Transfer Taxes. Unless Petrohawk provides PES with appropriate tax exemption certificates, in addition to the Mobilization Fees and Service Fees owed by Petrohawk to PES, Petrohawk will also pay PES all applicable sales and other transfer taxes that may be owed on the Services provided by PES to Exco.
Sales and Other Transfer Taxes. The Purchase Price excludes all applicable sales taxes, real property transfer taxes and other taxes payable as a result of the transfer of the Assets. If a determination is ever made that a sales tax or other transfer tax applies, Buyer shall be liable for such tax as well as any applicable conveyance, transfer and recording fees, and real estate transfer stamps or taxes imposed on any transfer of Assets pursuant to this Agreement. Buyer shall defend and hold Seller harmless with respect to the reporting and payment of all such taxes, if any, including any interest or penalties assessed thereon.
Sales and Other Transfer Taxes. Any and all sales and other taxes levied upon or imposed on the transfer of the Assets as contemplated by this Agreement shall be an obligation of the Seller.
Sales and Other Transfer Taxes. Buyer shall bear the cost of all applicable sales taxes, and real property transfer taxes as a result of the transfer of Assets. ARTICLE VI
