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.
Sample 1Sample 2
AutoNDA by SimpleDocs
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.
Sample 1Sample 2
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
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
AutoNDA by SimpleDocs
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.
Sample 1

Related to Sales, Use, Transfer and Other Taxes

  • 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").

  • 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.

  • 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 Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated hereby. (b) If (i) this Agreement shall be terminated by Buyer pursuant to Section 8.1(e) or by Buyer or DOCP pursuant to Section 8.1(f), or (ii) (A) after the date of this Agreement any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(d), then DOCP shall pay to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) by wire transfer of immediately available funds to an account designated by Buyer.

  • Taxes and Other Impositions All ad valorem real property taxes, special taxes, possessory interest taxes, bonds and special lien assessments or other impositions of any kind with respect to the Project, the Project Site and the improvements thereon, charged to or imposed upon either Developer or the District or their respective interests or estates in the Project, shall at all times be paid by District. In the event any possessory interest tax is levied on Developer, its successors and assigns, by virtue of this Facilities Lease or the Site Lease, District shall pay such possessory interest tax directly, if possible, or shall reimburse Developer, its successors and assigns for the full amount thereof within forty-five (45) days after presentation of proof of payment by Developer.

  • Withholding and other Deductions All compensation payable to Executive hereunder shall be subject to such deductions as the Company is from time to time required to make pursuant to law, governmental regulation or order.

  • Taxes and Other Charges Borrower shall (or shall cause Owner to) pay all Taxes and Other Charges as the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay (or cause Owner to pay) such Taxes nor furnish (nor cause Owner to furnish) such receipts for payment of Taxes paid by Senior Lender pursuant to the Senior Loan Documents). Borrower shall promptly pay (or cause Owner to pay) for all franchise fees, income taxes and other impositions and taxes imposed by Governmental Authorities on Owner, Borrower and Sole Member. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay (or cause Owner to pay) for all utility services provided to the Property. After prior notice to Lender, Borrower may cause Owner, at Owner’s expense, without paying such Taxes or Other Charges, to contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or Owner is subject, including the Senior Loan Documents, and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower or Owner shall have furnished such security as may be required in the proceeding to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, and (vi) Borrower shall promptly upon final determination thereof pay (or cause Owner to pay) the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

  • Taxes and Other Liens Each Related Person shall pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it or upon its income or upon any of its Property as well as all claims of any kind (including claims for labor, materials, supplies and rent) which, if unpaid, might become a Lien upon any or all of its Property; provided, however, each Related Person shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings diligently conducted by or on behalf of such Related Person and if such Related Person shall have set up reserves therefor adequate under GAAP.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!