Taxes and Other Expenses. 27.1 Except as otherwise expressly provided in other clauses of this Agreement, any cost, tax, stamp duty, or charge arising in connection with this Agreement, shall be borne and paid by the Client.
Taxes and Other Expenses. 7.1 All taxes and fees arising from the transfer of equity or assets shall be borne by each Party respectively in accordance with the provisions of PRC Laws.
7.2 Except as otherwise provided in this Agreement, each Party shall independently bear the fees incurred thereby in conection with the preparation, negotiation, execution and performance of this Agreement.
Taxes and Other Expenses. Our Fees are exclusive of any applicable taxes, fees and other financial liabilities imposed by any governmental authority, including any value added tax, goods and services tax, sales tax and applicable indirect and transactional taxes that are due, payable and/or levied on Transactions and/or your use of the Services ("Taxes"), except as expressly stated otherwise. You have sole responsibility and liability for: (i) determining what, if any, Taxes apply to the sale of your products and services, or payments you receive in connection with your use of the Services; and (ii) assessing, collecting, reporting, and remitting Taxes for your business to the appropriate tax and revenue authorities. If we are required to withhold any Taxes, or we are unable to validate any Tax-related identification information you provide to us, we may deduct such Taxes from amounts otherwise owed and pay them to the appropriate taxing authority. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to your Tax-exempt status. If we incur any third party claims, losses, damages, costs, expenses, demands, and/or fines in connection with your failure to discharge your responsibility to the account for Taxes under this Part 1.5, then you shall reimburse us for all such claims, losses, damages, costs, expenses, demands, and/or fines immediately upon demand. Upon our request, you must provide us with information regarding your Tax affairs. We may send documents to you and Tax authorities for Transactions processed using the Services. Specifically, pursuant to Applicable Law, we may be required to file periodic informational returns with Tax authorities in relation to your use of the Services including the total amount of payments you receive each calendar year, as required by appropriate Tax and revenue authorities.
Taxes and Other Expenses. The Parties agree to respectively assume any taxes and fees arising from performance of this Agreement.
Taxes and Other Expenses. 4.1 All Parties agree that any taxes arising from this reorganization shall be borne by each party in accordance with the relevant provisions of laws and regulations.
4.2 Each party shall bear all costs and expenses incurred in negotiation, draft, signing and performance of this Agreement.
Taxes and Other Expenses. Contractor is responsible for payment of all taxes relating to the fees paid by Company to Contractor, as well as any taxes or assessments relating to its employees and contractors.
Taxes and Other Expenses. Our fees are exclusive of any applicable Taxes, except as expressly stated to the contrary. You have sole responsibility and liability for: (i) determining what, if any, Taxes apply to the sale of your products and services, acceptance of donations, or payments you make or receive in connection with your use of the Services; and (ii) assessing, collecting, reporting, and remitting Taxes for your business to the appropriate tax and revenue authorities. If we are required to withhold any Taxes, or we are unable to validate any tax- related identification information you provide to us, we may deduct such Taxes from amounts otherwise owed and pay them to the appropriate taxing authority. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status. Upon our reasonable request, you must provide us with information regarding your tax affairs. We may send documents to you and tax authorities for Transactions processed using the Services. Specifically, pursuant to applicable Law (including the Internal Revenue Code), we may be required to file periodic informational return with taxing authorities in relation to your use of the Services. If you use Payment Processing Services, you acknowledge that we will report the total amount of payments you receive each calendar year as required by the Internal Revenue Service. We also may, but are not obliged to, electronically send you tax-related information (including, when you provide us your tax identification number, a Form 1099-K).
Taxes and Other Expenses. Except as otherwise expressly provided in other Paragraphs of this Agreement, any cost, tax, impost, duty or charge arising in connection herewith, or with the consummation of the purchase and sale of the Shares contemplated hereby, shall be borne and paid as follows:
(a) all income and capital gain taxes due as a consequence of the sale of the Shares shall be borne and paid for by the Sellers;
(b) the Buyer and the Sellers shall each pay the fees, expenses and disbursements incurred in connection with the negotiation, preparation and implementation of this Agreement, including (without limitation) any fees and disbursements owing to their respective auditors, advisers and legal counsels; and
(c) all other costs and expenses relating to the sale and purchase of the Shares (including notarial fees and stamp duties) shall be borne and paid for by the Buyer (except for those due in connection with the execution of the Deed of Pledge, which shall be borne equally by Cap2 and the Buyer).
Taxes and Other Expenses. 10.1 All New York State and New York City Real Property Transfer Taxes payable in connection with the transfer of the Property to Purchaser, and the consummation of the transactions contemplated hereunder shall be paid by Seller at the Closing. The parties acknowledge that no portion of the Purchase Price is allocable to the Fixtures or Personal Property.
10.2 Purchaser shall pay for the following at the Closing (collectively, “Purchaser’s Closing Costs”):
(a) all State, City, County and municipal recording charges;
(b) all costs and expenses in connection with Purchaser’s financing (if any), including appraisal, points, commitment fees, mortgage recording taxes, lender’s legal fees and the like and costs for the filing of all documents necessary to complete such financing and related documentary stamp tax and intangibles tax (as the same may be applicable);
(c) the cost of Purchaser’s own survey, survey re-date, Phase 1 environmental study and due diligence investigations;
(d) the cost and expense of obtaining a title report with respect to the Property;
(e) the cost associated with obtaining an Owner’s Policy of Title Insurance and/or a Mortgagee’s Policy of Title Insurance (if required), including any and all searches, premiums, endorsements and coverage obtained and/or issued in connection with such policies;
(f) all costs, fees, expenses and/or premiums, including that of any and all advisors or and/or consultants engaged in connection therewith, associated with obtaining general liability and/or property insurance with respect to the Property;
(g) the cost, fee and expense of any advisor, consultant or associate engaged by Purchaser to assist with the acquisition of the Property;
(h) the compliance fee of Corporation Service Company; and
(i) Any and all fees incurred by American Realty Capital New York Recovery REIT, including, but not limited to due diligence fees, acquisition fees and financing fees.
10.3 Purchaser’s Closing Costs up to the sum of $1,900,000.00 in the aggregate shall be paid by Seller and shall be added to the Purchase Price to establish a final Purchase Price for the Property. Purchaser shall pay all costs and expenses incurred by Seller resulting from such increase in Purchase Price including without limitation federal, state and local income and franchise taxes, after Seller takes all available deductions for Purchaser’s Closing Costs it being understood that Seller’s payment of Purchaser’s Closing Costs shall be economically ne...
Taxes and Other Expenses. You shall be responsible for payment of all federal, state and local sales and use taxes based upon the License Fee or use of the Software, other than taxes based on Dalet’s net income. Dalet shall provide You with prompt notice of the imposition of any such sales or use taxes for which You are responsible hereunder, shall permit You the right to challenge the imposition of such taxes on behalf of Dalet and shall provide reasonable cooperation to You (at Your expense) in connection with any such challenge by You.
