Sales or Transfer Taxes Sample Clauses
Sales or Transfer Taxes. The transactions contemplated by this Agreement shall not result in either Buyer or Seller incurring any liability for sales, use, transfer or purchase taxes or fees under the laws of any state.
Sales or Transfer Taxes. The consideration provided for hereunder is net ----------------------- of any applicable sales taxes or other transfer taxes in connection with the exchange of the Assets. Assignee shall be liable for 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 this Agreement. Assignee shall indemnify and hold Assignor harmless with respect to the payment of any such taxes and fees including any interest or penalties assessed thereon.
Sales or Transfer Taxes. Any sales or transfer taxes on the transfer of the Assets shall be paid by Seller.
Sales or Transfer Taxes. All sales taxes, documentary and stamp taxes, transfer taxes, use taxes, gross receipts taxes, excise taxes, value-added gross receipt taxes or similar charges and all charges for filing and recording documents in connection with the transfer of the Acquired Assets (including intellectual property filing and recording fees) shall be paid by Purchaser.
Sales or Transfer Taxes. All transfer, documentary, gross receipts, sales, use and property gains Taxes, and liabilities similar in nature, imposed or payable in connection with the sale or transfer of the Facility or the Assets to Buyer pursuant to this Agreement or the consummation of any of the transactions contemplated hereby, shall be paid by Seller. Seller shall timely file all required transfer Tax Returns and/or notices of the transfer of the Facility and the Assets with the appropriate Tax authorities. Buyer agrees to pay all other closing costs. Each party shall pay their own attorneys' fees.
Sales or Transfer Taxes. SPC shall pay and be responsible ----------------------- for any stamp, transfer, sales, purchase, value added, excise or similar tax imposed under the laws of (a) the United States, or any state or political subdivision thereof, or (b) any foreign government or political subdivision thereof, arising out of the consummation of the transactions contemplated by this Agreement.
Sales or Transfer Taxes. Purchaser shall pay all sales and use taxes, if any, assessed in connection with the transactions contemplated herein and all transfer, recording or other such taxes or charges assessable on account of the transactions contemplated herein.
Sales or Transfer Taxes. Purchaser will pay (or reimburse Seller, as applicable) all sales or transfer taxes, recording fees and similar fees or charges arising out of the transfer of the Acquired Assets contemplated by this Agreement.
Sales or Transfer Taxes. The transactions contemplated by this Agreement shall not result in either Licensee or Licensor incurring any liability for sales, use, transfer or purchase taxes or fees under the laws of the State of Connecticut.
Sales or Transfer Taxes. 7.14.1. All sales taxes, documentary and stamp taxes, transfer taxes, use taxes, gross receipts taxes, excise taxes, value-added gross receipt taxes or similar charges and all charges for filing and recording documents in connection with the transfer of the Acquired Assets (including intellectual property filing and recording fees) shall be paid by the party upon whom the applicable Law, regulation or jurisdiction's custom imposes the obligation to pay or, where no law, regulation or custom exists, shall be paid by Purchaser. Notwithstanding the above sentence, Purchaser shall be responsible for any tax related liabilities, losses, payments, costs, fees or fines whatsoever and/or penalties (other than those resulting from Seller's negligence) related to or arising from:
A. A breach of any written representations made by Purchaser to Seller related to the restructuring of Seller's battery business in France requested by Purchaser and Brazil; and
B. Any restructuring required by Purchaser to implement the Sale Company(ies)' transactions contemplated under this Agreement.
7.14.2. Purchaser agrees to indemnify Seller against any such loss, costs, fees, fines and/or penalties incurred as a result of any circumstance described in Section 7.14.1 above. If any payment described in the preceding sentence is treated as taxable to the Seller, then the amount so payable shall be grossed up by an amount that will ensure that, after the payment of any tax on the indemnification, and consideration of any tax deduction received by Seller as a result of the liabilities referred to in the preceding sentence, there will be left a sum equal to the amount that would otherwise have been payable had the sum in question not been taxed.