Sales, Use, Transfer and Similar Taxes and Charges Sample Clauses

Sales, Use, Transfer and Similar Taxes and Charges. Buyer shall bear and pay all stamp, sales or use taxes and any transfer, documentation, gross receipts, custom duties, value added and other taxes and charges as well as interest and penalties thereon upon or with respect to the sale or transfer of the Shares by Seller to Buyer pursuant to this Agreement but shall not include income or capital gains taxes payable by Seller. To the extent that any applicable law or regulation imposes upon Seller the obligation to report or to pay such taxes or charges, Buyer shall promptly reimburse Seller therefor upon receipt of Seller's invoice for the amount of such payments. If the sale or transfer of the Shares is exempt from such taxes or charges, Buyer shall provide Seller with appropriate exemption documents prior to the Closing Date.
Sample 1
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Sales, Use, Transfer and Similar Taxes and Charges. Seller shall bear and pay all sales, use or stamp taxes and any transfer, transfer gain, documentation, gross receipts, custom duties, value added, withholding tax, recording, filing and registration fees and other taxes and charges, as well as all interest and penalties thereon payable upon or with respect to the sale or transfer of the Assets by Seller to Buyer pursuant to this Agreement (collectively the "Transfer Charges"). Notwithstanding the foregoing, Buyer or Buyer's Affiliates shall be required to pay all Transfer Charges for which a refund, recoupment or credit is available to Buyer or Buyer's Affiliates, and Buyer or Buyer's Affiliates, as the case may be, shall be entitled to obtain and keep such refund, recoupment or credit; provided, however, that Seller shall reimburse Buyer for any Transfer Charges paid by Buyer or its Affiliates for which a refund, recoupment or credit is available but which is not recovered or recouped by Buyer or Buyer's Affiliates, as the case may be, within twelve (12)
Sample 1
Sales, Use, Transfer and Similar Taxes and Charges. Seller shall bear and pay all sales, use or stamp taxes and any transfer, transfer gain, documentation, gross receipts, custom duties, value added, withholding tax, recording, filing and registration fees and other taxes and charges, as well as all interest and penalties thereon payable upon or with respect to the sale or transfer of the U. S. Assets by Seller to Buyer pursuant to this Agreement (collectively the "Transfer Charges"). Notwithstanding the foregoing, Buyer shall be required to pay all Transfer Charges for which a refund, recoupment or credit is available to Buyer, and Buyer shall be entitled to obtain and keep such refund, recoupment or credit; provided, however, that Seller shall reimburse Buyer for any Transfer Charges paid by Buyer for which a refund, recoupment or credit is available but which is not recovered or recouped by Buyer within twelve (12)
Sample 1
Sales, Use, Transfer and Similar Taxes and Charges. (a) Buyer shall bear and pay all sales or use taxes, any applicable federal excise taxes, and any transfer, transfer gain, documentation, gross receipts, value added and other taxes and charges, as well as all interest and penalties thereon payable because of the action or inaction of Buyer, upon or with respect to the sale or transfer of the Business Assets by Seller to Buyer pursuant to this Agreement. To the extent that any applicable law or regulation imposes upon Seller the obligation to report or to pay such taxes, charges, interest or penalties, Seller shall issue an invoice to Buyer for the amount of such payments and shall effect such payments promptly upon receiving the amounts payable from Buyer and as soon as is practicable thereafter provide Buyer with evidence of such payments. If the sale or transfer of any or all of the Business Assets is exempt from such taxes or charges, Buyer shall provide Seller with a certificate from its Chief Financial Officer to this effect prior to the Closing Date.
Sample 1
Sales, Use, Transfer and Similar Taxes and Charges. Buyers shall pay all sales or use taxes, any applicable federal excise taxes, and any transfer, transfer gain, documentation, gross receipts, value added and other similar taxes (excluding Seller’s federal and state income taxes) and charges, as well as all interest and penalties upon or with respect to the sale or transfer of the Assets by Seller to Buyers pursuant to this Agreement. Each party shall bear its own costs with respect to all filing and recording fees and taxes and other filing fees relating to any transfer of the Assets or Seller’s retained mortgage and security interest. To the extent that any applicable law or regulation imposes upon Seller the obligation to report or to pay such taxes, charges, interest or penalties that are the responsibilities of the Buyers hereunder, Buyers shall promptly reimburse Seller therefore no later than thirty (30) days following Buyers’ receipt of Seller’s invoice for its portion of such payments.
Sample 1
Sales, Use, Transfer and Similar Taxes and Charges. The Buyer and the Seller shall on an equal basis bear all sales or use Taxes and any transfer, transfer gain, documentation, gross receipts, customer duties, value added and other Taxes and charges (including deed stamps), upon or with respect to the sale or transfer of the Purchased Assets by the Seller to the Buyer pursuant to this Agreement. To the extent that any applicable Law imposes upon the Seller the obligation to report or to pay such Taxes, charges, interest or penalties, the Buyer shall promptly, but in no event later than ten (10) Business Days after receipt of the Seller's invoice for the amount of such payments, reimburse the Seller for half of such amount. If the sale or transfer of any or all of the Purchased Assets is exempt from such Taxes or charges, the Buyer shall provide the Seller with appropriate exemption documents prior to the Closing Date. The Seller and the Buyer shall jointly file all required change of ownership and similar statements.
Sample 1

Related to Sales, Use, Transfer and Similar Taxes and Charges

  • Sales and Transfer Taxes Seller and Purchaser shall be equally responsible for the payment of all transfer, recording, documentary, stamp, sales, use (including all bulk sales Taxes) and other similar Taxes and fees (collectively, the “Transfer Taxes”), that are payable or that arise as a result of the P&A Transaction, when due. Seller shall file any Tax Return that is required to be filed in respect of Transfer Taxes described in this Section 8.3 when due, and Purchaser shall cooperate with respect thereto as necessary.

  • Payment of Sales, Use or Similar Taxes All sales, use, transfer, intangible, recordation, documentary stamp or similar Taxes or charges, of any nature whatsoever, applicable to, or resulting from, the transactions contemplated by this Agreement shall be borne by the Sellers.

  • Taxes and Charges Duly pay and discharge, or cause to be paid and discharged, before the same shall become delinquent, all federal, state or local taxes, assessments, levies and other governmental charges, imposed upon the Borrower or any of its Subsidiaries or their respective properties, sales and activities, or any part thereof, or upon the income or profits therefrom, as well as all claims for labor, materials, or supplies which if unpaid could reasonably be expected to result in a Material Adverse Effect; provided that any such tax, assessment, charge, levy or claim need not be paid if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings and if the Borrower shall have set aside on its books reserves (the presentation of which is segregated to the extent required by GAAP) adequate with respect thereto if reserves shall be deemed necessary by the Borrower in accordance with GAAP; and provided, further, that the Borrower will pay all such taxes, assessments, levies or other governmental charges forthwith upon the commencement of proceedings to foreclose any Lien which may have attached as security therefor (unless the same is fully bonded or otherwise effectively stayed).

  • Closing Costs; Transfer Taxes and Fees Seller shall be responsible for paying (i) any documentary and transfer taxes and any sales, use or other taxes imposed by reason of the transfers of Assets provided hereunder and any deficiency, interest or penalty asserted with respect thereto and (ii) all costs of obtaining the transfer of existing Permits which may be lawfully transferred, (iii) all fees and costs of recording or filing all applicable conveyancing instruments described in Section 3.1, and (iv) all fees and costs of recording or filing all UCC termination statements and other releases of Encumbrances.

  • Expenses; Transfer Taxes (a) Whether or not the Closing takes place, and except as otherwise specified in this Agreement, all costs and expenses incurred in connection with the negotiation and execution of this Agreement and the Closing Agreements and the transactions contemplated hereby and thereby shall be paid by the party incurring such costs and expenses.

  • Sales and Use Taxes Professional Business Manager and the Practice acknowledge and agree that to the extent that any of the services to be provided by Professional Business Manager hereunder may be subject to any state sales and use taxes, Professional Business Manager may have a legal obligation to collect such taxes from the Practice and to remit the same to the appropriate tax collection authorities. The Practice agrees to have applicable state sales and use taxes attributable to the services to be provided by Professional Business Manager hereunder treated as an Office Expense.

  • Taxes; Net Payments All payments by Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authority or taxing authority thereof (collectively, “Taxes”), shall not be less than the amounts otherwise specified to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with such other documentary evidence with respect to such payments as may be required from time to time by the Agent. If the Borrower fails to pay any Taxes to the appropriate taxing authorities when due or fails to remit to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidence, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such item.

  • Charges and Transfer Taxes No service charge will be made for any registration of transfer or exchange of this Subordinated Note, or any redemption or repayment of this Subordinated Note, or any conversion or exchange of this Subordinated Note for other types of securities or property, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of this Subordinated Note from the Holder requesting such transfer or exchange.

  • Transfer Taxes and Expenses The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

  • Ad Valorem Taxes Prior to delinquency, Tenant shall pay all taxes and assessments levied upon trade fixtures, alterations, additions, improvements, inventories and personal property located and/or installed on or in the Premises by, or on behalf of, Tenant; and if requested by Landlord, Tenant shall promptly deliver to Landlord copies of receipts for payment of all such taxes and assessments. To the extent any such taxes are not separately assessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced by Landlord.

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