Sales, Use, Transfer and Other Taxes Sample Clauses

Sales, Use, Transfer and Other Taxes. Seller shall determine, collect from Buyer and pay when due all sales, use, transfer and other taxes arising from the sale of the Purchased Assets by Seller to Buyer. Seller shall pay when due all foreign, federal, state or local taxes measured by or with respect to the income or gross receipts of the Business for all periods ending prior to the Closing Date. Personal property taxes relating to the Purchased Assets shall be prorated between Seller and Buyer as of the Closing Date (with Seller being responsible for such items for all periods ending prior to the Closing Date and Buyer being responsible for such items beginning on and after the Closing Date), and Seller and Buyer each agree to pay its respective share of such items when due.
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Sales, Use, Transfer and Other Taxes. The Buyer shall pay either to the Sellers or directly to the appropriate Taxing Authority as required under the relevant legislation any Taxes exigible in connection with transfer of the Acquired Assets or any action contemplated under this Agreement but excluding General Taxes as defined in Section 8.1 of this Agreement and excluding any capital gains taxes. Notwithstanding the foregoing, Buyer and Sellers shall cooperate and render to each other such assistance as may reasonably be required of each other, including, without restricting the generality of the foregoing, executing such tax forms, tax elections or purchase exemption certificates as necessary, to reduce or eliminate under legislation, statute, act, regulation or published policy of any Taxing Authority any Tax payable as a result of the actions contemplated by this Agreement.
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Sales, Use, Transfer and Other Taxes. Buyer shall determine and pay when due all sales, use, transfer and other taxes arising from the sale of the Purchased Assets by Seller to Buyer. Buyer s agreement to pay such taxes shall not affect Buyer s ability to rely on the representations and warranties of Seller contained in Section 4.16 of this Agreement. Seller shall pay wen due all federal, state or local taxes measured by or with respect to the income or gross receipts of the Business for all periods ending prior to the Closing Date. Personal property taxes relating to the Purchased Assets shall be prorated between Seller and Buyer as of the Closing Date (with Seller being responsible for such - 25 - BA0DOCS1/0039024.07 items for all periods ending prior to the Closing Date and Buyer being responsible for such items beginning on and after the Closing Date), and Seller and Buyer each agree to pay its respective share of such items when due.
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Sales, Use, Transfer and Other Taxes. Except as otherwise specified in this Agreement, Sellers and Purchaser shall share equally all transfer taxes of any nature, notarial fees, documentary tax stamps, other taxes or surtaxes and recording fees incurred in connection with the consummation or the transactions contemplated hereby specifically including the transfer of the Real Property to Purchaser. Sellers and Purchaser shall share equally any fees and recording costs related to the Security Documents specified in Article 27 below including fees related to the release of any liens created by such Security Agreements.
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Sales, Use, Transfer and Other Taxes. Any sales and ------------------------------------ use taxes and real property transfer taxes imposed on the transfer of the Properties by Independence to Atlas shall be paid by Atlas. The parties shall cooperate in obtaining any available
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Sales, Use, Transfer and Other Taxes. Seller shall pay all sales, transfer and use Taxes arising out of the transfer of the Purchased Assets pursuant to this Agreement. The sales, use and transfer Tax returns required by reason of said transfer shall be timely prepared and filed by the Party normally obligated by law or regulation to make such filing. Seller 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 sales, use and transfer Taxes, and in timely providing each other with resale certificates and any other documents necessary to satisfy any such exemptions.
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Sales, Use, Transfer and Other Taxes. Sales and use taxes imposed on the purchase, sale, use or transfer of the Interests or any of the assets of the Company as a result of the transactions contemplated hereby shall be borne solely by Buyer.
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Sales, Use, Transfer and Other Taxes. Purchaser shall be responsible for all sales, use, transfer and similar Taxes and recording and filing fees arising from the sale of the Purchased Items to Purchaser. Sellers shall be responsible for all other Taxes resulting from the sale of the Purchased Items to Purchaser, including Taxes resulting from gain attributable to the Section 338 Elections (and the deemed asset sales resulting therefrom), from the purchase and sale of the assets of CAAM and Taxes with respect to covenants not to compete.
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Related to Sales, Use, Transfer and Other Taxes

  • Income and Other Taxes Except as otherwise expressly stated herein: (i) the BNPP Entities have no obligation or responsibility to Customer with respect to the accounting or reporting of income or other taxes with respect to the execution, delivery and performance of this Agreement, each related agreement and each transaction hereunder or thereunder (for the sake of clarity, including without limitation, with respect to any related margin lending agreement and each related transaction) (each a “Transaction”), including, without limitation, unrelated business taxable income under section 514 of the Code; and (ii) Customer shall alone be responsible for the payment of any and all taxes and related penalties, interests and costs arising from or relating to the Transactions. Customer represents and warrants, on and as of the date hereof and each date any Transaction remains outstanding, that Customer has in place policies and procedures necessary to ensure proper accounting and reporting of any and all taxation of the Customer and/or Accounts in connection with the Transactions.

  • Stamp and Other Taxes In addition, the Borrower shall pay any present or future stamp, registration, recordation or documentary taxes or any other similar fees or charges or excise or property taxes, levies of the United States or any state or political subdivision thereof or any applicable foreign jurisdiction which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Loans, the Letters of Credit, the other Loan Documents, or the perfection of any rights or security interest in respect thereto (hereinafter referred to as "Other Taxes").

  • Stamp and Other Similar Taxes The Grantors, jointly and severally, agree to indemnify and hold harmless the Collateral Agent and each Secured Party (and their respective agents) from any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto that may be assessed, levied or collected by any jurisdiction in connection with this Agreement, the Intercreditor Agreement, any Security Document, the Trust Estate or any Collateral. The obligations of the Grantors under this Section 5(d) shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Collateral Agent.

  • Taxes and Other Payments 7.1. Unless otherwise specifically provided for in this Agreement, the Company shall not be liable for the payment of taxes or other payments for which the Employee is responsible as result of this Agreement or any other legal provision, and the Employee shall be personally liable for such taxes and other payments.

  • Withholding Taxes and Other Deductions To the extent required by law, the Company shall withhold from any payments due Executive under this Agreement any applicable federal, state or local taxes and such other deductions as are prescribed by law or Company policy.

  • Payment of Transfer Taxes, Fees and Other Expenses The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of shares received by an Employee in connection with the Restricted Stock Units, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith.

  • Transfer Tax and Other Disbursements The Fund shall pay or reimburse Custodian from time to time for any transfer taxes payable upon transfers of securities made hereunder, and for all other necessary and proper disbursements and expenses made or incurred by Custodian in the performance of this Agreement. Custodian shall execute and deliver such certificates in connection with securities delivered to it or by it under this Agreement as may be required under the provisions of the Internal Revenue Code and any Regulations of the Treasury Department issued thereunder, or under the laws of any state, to exempt from taxation any exemptable transfers and/or deliveries of any such securities.

  • Taxes and other Amounts The Servicer will use its best efforts to collect all payments with respect to amounts due for Taxes, assessments and insurance premiums relating to each Loan Asset to the extent required to be paid to the Borrower for such application under the applicable Loan Agreement and remit such amounts to the appropriate Governmental Authority or insurer as required by the Loan Agreements.

  • TAXES AND OTHER LIABILITIES Pay and discharge when due any and all indebtedness, obligations, assessments and taxes, both real or personal, including without limitation federal and state income taxes and state and local property taxes and assessments, except such (a) as Borrower may in good faith contest or as to which a bona fide dispute may arise, and (b) for which Borrower has made provision, to Bank's satisfaction, for eventual payment thereof in the event Borrower is obligated to make such payment.

  • Fees, Expenses and Other Payments (a) Except as otherwise provided in this Section 7.3, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, fees and disbursements of counsel, financial advisors and accountants) shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses").

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