Common use of Sales, Transfer and Use Taxes Clause in Contracts

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.

Appears in 2 contracts

Samples: Purchase Agreement (First Niagara Financial Group Inc), Purchase Agreement (Legacy Bancorp, Inc.)

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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.

Appears in 1 contract

Samples: Purchase Agreement (Great Lakes Bancorp, Inc.)

Sales, Transfer and Use Taxes. Except as otherwise provided in this Agreement, any sales, use, transfer, filing, recordation, 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. Purchaser shall indemnify and hold harmless Seller shall pay the costs of real estate transfer from and against such taxes, in accordance with applicable lawincluding those arising upon subsequent audit by any taxing authority, which are payable as a result of the consummation of the transactions contemplated herebyincluding interest and penalties. If such Taxes are treated as a proration pursuant to Section 4.63.2, 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.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Greater Atlantic Financial Corp)

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. Purchaser and Seller shall pay share equally the costs of real estate transfer taxes, taxes in accordance with applicable law, which are payable as a result the provisions of the consummation of the transactions contemplated hereby. 36 M.R.S.A. Section 4641-A. If such Taxes are treated as a proration pursuant to Section 4.63.5, 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.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Bar Harbor Bankshares)

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Sales, Transfer and Use Taxes. Except as otherwise provided in this Agreement, any sales, use, transfer, filing, recordation, 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. Purchaser shall indemnify and hold harmless Seller shall pay the costs of real estate transfer from and against such taxes, in accordance with applicable lawincluding those arising upon subsequent audit by any taxing authority, which are payable as a result of the consummation of the transactions contemplated herebyincluding interest and penalties. If such Taxes are treated as a proration pursuant to Section 4.63.4, 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 reasonably cooperate with the other in the preparation of any filings or returns.. The Seller shall be responsible for a proration through the Closing Date of the following taxes:

Appears in 1 contract

Samples: Purchase and Assumption Agreement (DNB Financial Corp /Pa/)

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.

Appears in 1 contract

Samples: Purchase Agreement (First Niagara Financial Group Inc)

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