Common use of TAXES RELATING TO PURCHASED ASSETS Clause in Contracts

TAXES RELATING TO PURCHASED ASSETS. The Seller shall, and the Shareholders shall cause the Seller to pay, and the Seller and the Shareholders shall jointly and severally indemnify and hold harmless the Purchaser from and against all Transfer Taxes. All Taxes on the ownership or use of the Purchased Assets (specifically excluding Taxes measured by the net income of any party) that accrue on or prior to the Closing Date shall be paid by the Seller, and all such Taxes that accrue after the Closing Date shall be paid by the Purchaser; provided, that all such Taxes shall be prorated to the Closing Date. Should Purchaser pay any Taxes that are to be prorated in accord with the prior sentence, the Seller shall pay to the Purchaser its prorated portion within ten (10) days of receipt of request for payment made by the Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Imagemax Inc)

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TAXES RELATING TO PURCHASED ASSETS. The Seller shall, and the Shareholders Shareholder shall cause the Seller to pay, and the Seller and the Shareholders Shareholder shall jointly and severally indemnify and hold harmless the Purchaser from and against all Transfer Taxes. All Taxes on the ownership or use of the Purchased Assets and Real Property (specifically excluding Taxes measured by the net income of any party) that accrue on or prior to the Closing Date shall be paid by the Seller, and all such Taxes that accrue after the Closing Date shall be paid by the Purchaser; provided, that all such Taxes shall be prorated to the Closing Date. Should the Purchaser pay any Taxes that are to be prorated in accord with the prior sentencesuch Taxes, the Seller shall shall, immediately upon request, pay to the Purchaser its prorated that portion within ten (10) days of receipt of request for payment made by such Taxes that accrued prior to the PurchaserClosing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Imagemax Inc)

TAXES RELATING TO PURCHASED ASSETS. The Seller shall, and the Shareholders shall cause the Seller to pay, and the Seller and the Shareholders shall jointly and severally indemnify and hold harmless the Purchaser from and against all Transfer Taxes. All Taxes on the ownership or use of the Purchased Assets and Real Property (specifically excluding Taxes measured by the net income of any party) that accrue on or prior to the Closing Date shall be paid by the Seller, and all such Taxes that accrue after the Closing Date shall be paid by the Purchaser; provided, that all such Taxes shall be prorated to the Closing Date. Should the Purchaser pay any Taxes that are to be prorated in accord with the prior sentencesuch Taxes, the Seller shall shall, immediately upon request, pay to the Purchaser its prorated that portion within ten (10) days of receipt of request for payment made by such Taxes that accrued prior to the PurchaserClosing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Imagemax Inc)

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TAXES RELATING TO PURCHASED ASSETS. The Seller shall, and the Shareholders shall cause the Seller to pay, and the Seller and the Shareholders shall jointly and severally indemnify and hold harmless the Purchaser from and against all Transfer Taxes. All Taxes on the ownership or use of the Purchased Assets (specifically excluding Taxes measured by the net income of any party) that accrue on or prior to the Closing Date shall be paid by the Seller, and all such Taxes that accrue after the Closing Date shall be paid by the Purchaser; provided, that all such Taxes shall be prorated to the Closing Date. Should Purchaser pay any such Taxes, Seller shall, immediately upon request, pay to Purchaser that portion of such Taxes that are to be prorated in accord with the accrued prior sentence, the Seller shall pay to the Purchaser its prorated portion within ten (10) days of receipt of request for payment made by the PurchaserClosing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Imagemax Inc)

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