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. 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. 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. 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 by this Agreement, shall be paid by Seller.
Sales, Transfer and Use Taxes. Subject to the following, all sales, transfer and use taxes incurred in connection with this Agreement and the transactions contemplated hereby will be borne by Buyer, and Buyer 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, Seller will join in the execution of any such tax returns or other documentation. Notwithstanding the foregoing, the parties believe that no sales, transfer or use taxes will become due as a result of this transaction. If the Commonwealth of Massachusetts seeks to collect such tax, Seller shall reasonably contest such collection and if unsuccessful in such opposition be liable for a sum up to and equal to US$100,000. Buyer shall be liable for any amount in excess of US$100,000.
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; provided, that Buyer shall deliver to the Seller at Closing a resale certificate and/or an exempt use certificate, as applicable, which shall cover all of the Seller's inventory (including, without limitation, raw materials, work-in-progress and finished goods) included within the Purchased Assets).
Sales, Transfer and Use Taxes. The Parties recognize and acknowledge that the sale, transfer, assignment and delivery of the Purchased Assets may be exempt under Section 1146(c) of the Bankruptcy Code and the Sale Order from all state and local transfer, recording, stamp or other similar transfer Taxes that may be imposed by reason of the sale, transfer, assignment and delivery of the Purchased Assets. Notwithstanding the foregoing, the Seller on the one hand and the Buyer on the other, will each bear and pay one-half of any sales Taxes, use Taxes, transfer Taxes, documentary charges, recording fees, filing fees or similar Taxes, charges, fees or expenses that may become payable by Buyer or Seller in connection with the sale of the Purchased Assets to Buyer, the assumption by Buyer of the Assumed Liabilities or any of the other transactions contemplated by this Agreement (the "Transfer Taxes").
