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.

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.

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)

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)

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. (b) Seller 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 Seller, upon or with respect to the sale or transfer of the Sugar Creek Assets by Buyer to Seller pursuant to this Agreement. To the extent that any applicable law or regulation imposes upon Buyer the obligation to report or to pay such taxes, charges, interest or penalties, Buyer shall issue an invoice to Seller for the amount of such payments and shall effect such payments promptly upon receiving the amounts payable from Seller and as soon as is practicable thereafter provide Seller with evidence of such payments. If the sale or transfer of any or all of the Sugar Creek Assets is exempt from such taxes or charges, Seller shall provide Buyer with a certificate from its Comptroller to this effect prior to the Closing Date.

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.

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 Contractor shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the Contractor’s business.
Expenses; Transfer Taxes Each party hereto will bear the legal, accounting and other expenses incurred by such party in connection with the negotiation, preparation and execution of this Agreement, the Transaction Documents, and the transactions contemplated hereby. All sales, transfer, recordation and documentary Taxes and fees which may be payable in connection with the transactions contemplated by this Agreement shall be borne by Transferor.
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.
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.
Payment of Taxes and Charges All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and nonassessable, and without any preemptive rights. The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issue or delivery thereof.
Taxes and Fees Imposed on Purchasing Party But Collected And Remitted By Providing Party 11.3.1 Taxes and fees imposed on the purchasing Party shall be borne by the purchasing Party, even if the obligation to collect and/or remit such taxes or fees is placed on the providing Party. 11.3.2 To the extent permitted by applicable law, any such taxes and/or fees shall be shown as separate items on applicable billing documents between the Parties. Notwithstanding the foregoing, the purchasing Party shall remain liable for any such taxes and fees regardless of whether they are actually billed by the providing Party at the time that the respective service is billed. 11.3.3 If the purchasing Party determines that in its opinion any such taxes or fees are not payable, the providing Party shall not xxxx such taxes or fees to the purchasing Party if the purchasing Party provides written certification, reasonably satisfactory to the providing Party, stating that it is exempt or otherwise not subject to the tax or fee, setting forth the basis therefor, and satisfying any other requirements under applicable law. If any authority seeks to collect any such tax or fee that the purchasing Party has determined and certified not to be payable, or any such tax or fee that was not billed by the providing Party, the purchasing Party may contest the same in good faith, at its own expense. In any such contest, the purchasing Party shall promptly furnish the providing Party with copies of all filings in any proceeding, protest, or legal challenge, all rulings issued in connection therewith, and all correspondence between the purchasing Party and the taxing authority. 11.3.4 In the event that all or any portion of an amount sought to be collected must be paid in order to contest the imposition of any such tax or fee, or to avoid the existence of a lien on the assets of the providing Party during the pendency of such contest, the purchasing Party shall be responsible for such payment and shall be entitled to the benefit of any refund or recovery. 11.3.5 If it is ultimately determined that any additional amount of such a tax or fee is due to the imposing authority, the purchasing Party shall pay such additional amount, including any interest and penalties thereon. 11.3.6 Notwithstanding any provision to the contrary, the purchasing Party shall protect, indemnify and hold harmless (and defend at the purchasing Party’s expense) the providing Party from and against any such tax or fee, interest or penalties thereon, or other charges or payable expenses (including reasonable attorney fees) with respect thereto, which are incurred by the providing Party in connection with any claim for or contest of any such tax or fee. 11.3.7 Each Party shall notify the other Party in writing of any assessment, proposed assessment or other claim for any additional amount of such a tax or fee by a taxing authority; such notice to be provided, if possible, at least ten (10) days prior to the date by which a response, protest or other appeal must be filed, but in no event later than thirty (30) days after receipt of such assessment, proposed assessment or claim.
Sales Taxes Contractor shall be responsible for the administration and timely payment, with reimbursement therefor as provided in this Agreement, of all (a) sales and use taxes imposed by Applicable Legal Requirements upon Contractor that are properly payable (“Sales Taxes”) in connection with or arising from the Work, (b) Sales Taxes on items incorporated into the Work or imposed by Applicable Legal Requirements upon Owner and for which Contractor has the responsibility to collect such Tax from Owner and (c) value added, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Taxes (except to the extent similar to those set forth in Section 2.2.9.2) imposed by non-U.S. Governmental Authorities, duties and fees of any kind, in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner shall reimburse Contractor for Sales Taxes in connection with or related to the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner and are paid by Contractor. Such reimbursement shall be made only upon the furnishing of reasonable documentation establishing that such Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement for the Sales Taxes as provided in Section 3.4.2 shall be part of the Reimbursable Component, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for any Taxes, interest, penalties or other costs that arise from the failure of Contractor to remit or timely remit Sales Taxes as required by Applicable Legal Requirements and this Agreement or arising from the failure of Contractor to allow Sales Tax audits or to comply with any other requirements of the state and local taxing authorities in connection with the Work. In circumstances where a Sales Tax is imposed for purchases that are not exempt from Sales Tax pursuant to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed in accordance with Section 3.4 for its payment of all such Sales Taxes; provided, however, that if Sales Taxes (for which an exemption would have otherwise applied) are paid on a purchase identified by Owner as tax benefit-qualified because of Contractor’s failure to furnish or cause to be furnished properly completed Sales Tax certificates as provided in Appendix L or any other failure by Contractor to perform its obligations hereunder, then Contractor shall reimburse Owner, at Contractor’s expense, for the reasonable costs incurred by Owner in seeking a refund of such Sales Taxes from appropriate authorities. With respect to all purchases identified by Owner as tax benefit-qualified, Contractor shall furnish to the appropriate taxing authorities all required information and reports in connection with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programs.

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