Sales, Transfer and Use Taxes. Except as otherwise provided in this Agreement, any sales, transfer, use or similar taxes, including but not limited to all transfer taxes required in connection with the transfer of the Real Property to Purchaser, which are payable or arise as a result of this Agreement or the consummation of the transactions contemplated hereby, shall be paid by Purchaser on the Closing Date.
Sales, Transfer and Use Taxes. Except as otherwise provided in this Agreement, any sales, use, filing, recordation, or similar fees and taxes (collectively, “Taxes”), which are payable or arise as a result of this Agreement or the consummation of the transactions contemplated hereby, shall be paid by Purchaser on the Closing Date. Seller shall pay the costs of real estate transfer taxes, in accordance with applicable law, which are payable as a result of the consummation of the transactions contemplated hereby. If such Taxes are treated as a proration pursuant to Section 4.6, Seller agrees to remit such Taxes to the proper authority on or before the date the same shall become due, accompanied by such tax returns as may be required to be filed with such payment. Purchaser and Seller will reasonably cooperate with the other in the preparation of any filings or returns.
Sales, Transfer and Use Taxes. All sales, transfer and use taxes incurred in connection with this Agreement and the Related Agreements and the transactions contemplated hereby and thereby will be borne by Seller, and Seller will, at its own expense, file all necessary tax returns and other documentation with respect to all such sales, transfer and use taxes, and, if required by applicable law, Buyer will join in the execution of any such tax returns or other documentation.
Sales, Transfer and Use Taxes. Seller shall pay all sales, transfer and use taxes arising out of the transfer of the Assets.
Sales, Transfer and Use Taxes. Except as otherwise provided in this Agreement, any sales, use, real estate, property, filing, recordation, or similar Taxes, which are payable or arise as a result of this Agreement or the consummation of the transactions contemplated hereby, shall be shared evenly by Seller and Purchaser. Purchaser and Seller will cooperate in the preparation of any filings or returns.
Sales, Transfer and Use Taxes. Except as otherwise provided in this Agreement, any sales, transfer, use or similar taxes (including with respect to the Real Estate) which are payable or arise as a result of this Agreement or the consummation of the transactions contemplated hereby, shall be paid in equal amounts by Purchaser and Sellers. Notwithstanding the foregoing, all documentary stamp taxes on the recording of all deeds to the Real Property and assignments of any leases will be paid by Sellers.
Sales, Transfer and Use Taxes. The Domestic Seller Companies shall pay the cost of all sales, transfer, value added and use Taxes (collectively, "Transfer Taxes") arising out of the transfer of the Acquired Assets pursuant to this Agreement. The Domestic Seller Companies shall pay all costs and expenses (including recording fees and real estate transfer Taxes and real estate transfer stamps) incurred in connection with obtaining or recording title to the Acquired Assets. Responsibility for all real property Taxes, personal property Taxes and similar ad valorem obligations that are imposed on a periodic basis (as opposed to a transactional or income basis) levied with respect to the Acquired Assets or the Business for a Straddle Period ("Periodic Taxes") shall be prorated between the Seller Companies and Buyer in the manner prescribed by Section 5.08(e). The party required by Applicable Laws to file a Tax Return with respect to such Transfer Taxes or Periodic Taxes shall timely prepare, with the other parties' cooperation, and file such Tax Return. If Buyer is required to file any such Tax Return, the Domestic Seller Companies shall promptly reimburse Buyer for the Seller Companies' portion of any Transfer Taxes or Periodic Taxes paid by Buyer in connection with the filing of such Tax Return. If a Seller Company is required to file any such Tax Return, Buyer shall promptly reimburse the Domestic Seller Companies for Buyer's portion of any Periodic Taxes paid by such Seller Company in connection with the filing of such Tax Return. Each Domestic Seller Company and Buyer agree to reasonably cooperate with each other in connection with the preparation and filing of such returns, in obtaining all available exemptions from such Transfer Taxes, and in timely providing each other with resale certificates and any other documents as are reasonably deemed necessary to satisfy any such exemptions.
Sales, Transfer and Use Taxes. Except as otherwise provided in this Agreement, any sales, use, transfer, filing, recordation or similar taxes (collectively, “Taxes”) which are payable or arise as a result of this Agreement or the consummation of the transactions contemplated hereby, shall be paid by Purchaser on the Closing Date. Purchaser shall indemnify and hold harmless Seller from and against such taxes, including those arising upon subsequent audit by any taxing authority, including interest and penalties. If such Taxes are treated as a proration pursuant to Section 3.4, Seller agrees to remit such Taxes to the proper authority on or before the date the same shall become due, accompanied by such tax returns as may be required to be filed with such payment. Purchaser and Seller will cooperate in the preparation of any filings or returns. The Seller shall be responsible for a proration through the Closing Date of the following taxes:
(a) School Real Estate Taxes/Township of Upper Chichester
(b) Township of Upper Chichester Township Taxes (c) Delaware County, Pennsylvania Real Estate Taxes
Sales, Transfer and Use Taxes. In addition to the obligations set forth in paragraph 4 of this Agreement, Kanas hereby agrees to indemnify Adesta and to hold it harmless from and against any claim that may be asserted for the payment of sales, transfer and use taxes arising out of the transfer of the Assets.
Sales, Transfer and Use Taxes. Any sales, transfer, use, stamp or other taxes, which are payable or arise as a result of this Agreement or the consummation of the transactions contemplated hereby, shall be paid by Purchaser. All transfer taxes required in connection with the transfer of the Real Property and the Leases to the Purchaser shall be paid by the party required to pay such taxes pursuant to applicable law.
