Transfer and Conveyance Taxes. The Seller shall be liable for and shall pay all applicable, transfer, recording, stamp and other similar taxes, resulting from the consummation of the transactions contemplated by this Agreement.
Transfer and Conveyance Taxes. Purchaser and the Company shall each be liable for and shall pay one-half of all applicable sales, transfer, recording, deed, stamp and other similar non-income taxes, imposed in connection with transfers and conveyances of the Assets, including, without limitation, any real property transfer or gains taxes (if any), resulting from the consummation of the transactions contemplated by this Agreement.
Transfer and Conveyance Taxes. (a) All amounts payable by TopoTarget to CuraGen under this Agreement are stated inclusive of VAT as the Parties do not anticipate any application of VAT; provided that in the event that any VAT is applicable, the Parties agree to the provisions contained in this Section 6.1 below.
(b) If and to the extent that VAT on the sale of the Transferred Assets as provided for under this Agreement is payable by CuraGen to the tax authorities, TopoTarget shall pay to CuraGen any applicable VAT payable by CuraGen on the sale of Transferred Assets five (5) days prior to the date that CuraGen’s VAT liability falls due for payment to the tax authorities, but not earlier than thirty (30) days after receipt by TopoTarget from CuraGen of a proper invoice for such VAT. If and to the extent that TopoTarget is not able to recover such VAT as input VAT from the tax authorities or the tax authorities reject or cancel in writing by way of a Tax assessment or otherwise the recovery of such VAT, such VAT shall be borne by TopoTarget.
(c) If and to the extent that VAT on the sale of the Transferred Assets as provided for under this Agreement is payable by TopoTarget to the tax authorities (so-called reverse charge VAT), TopoTarget shall remit such reverse charge VAT to the relevant taxing authority and shall be entitled to any refund of such amount available under applicable Legal Requirement. If and to the extent that TopoTarget is not able to recover such reverse charge VAT from the tax authorities or if after such recovery the tax authorities reject or cancel in writing the recovery of such VAT by way of a Tax assessment or otherwise, such VAT shall be borne by TopoTarget.
(d) Any interest charged or credited by the tax authorities to CuraGen or TopoTarget shall be for the account of TopoTarget.
(e) All transfer, excise and similar Taxes, other than VAT, shall be paid by the Party legally liable therefor.
(f) CuraGen shall retain all VAT records relevant to TopoTarget for a period of ten (10) years following Effective Date and shall allow TopoTarget and their agents access to and to take copies of the VAT records relevant to TopoTarget on reasonable notice during normal business hours. TopoTarget and CuraGen shall each co-operate to limit the other’s liability to all VAT, transfer and similar Taxes.
Transfer and Conveyance Taxes. The Lancashires shall be jointly and severally liable for and shall pay all applicable sales, transfer, recording, deed, stamp and other similar taxes, including, without limitation, any real property transfer or gains taxes (if any), resulting from the consummation of the transactions contemplated by this Agreement.
Transfer and Conveyance Taxes. The Seller shall be liable for and shall pay all applicable sales, transfer, recording, deed, stamp and other similar taxes resulting from the consummation of the transactions contemplated by this Agreement; provided, however, that the Buyer shall pay all documentary stamp tax expenses applicable to Promissory Note A, Promissory Note B and Promissory Note C.
Transfer and Conveyance Taxes. The Seller shall be liable for and shall pay all applicable sales, transfer, recording, deed, stamp and other similar taxes, including, without limitation, any real property transfer or gains taxes (if any), resulting from the consummation of the transactions contemplated by this Agreement, except for any stock transfer taxes in excess of $500 imposed solely by reason of the Closing being in the State of New York.
Transfer and Conveyance Taxes. The Selling Shareholders shall be liable for and shall pay all applicable sales, transfer, recording, deed, stamp and other similar taxes, including, without limitation, any real property transfer or gains taxes (if any), resulting from the consummation of the transactions contemplated by this Agreement.
Transfer and Conveyance Taxes. The Company shall be liable for and shall pay all applicable sales, transfer, recording, deed, stamp and other similar taxes, including, without limitation, any real property transfer or gains taxes (if any), resulting from the consummation of the transactions contemplated by this Agreement; provided, however, that, in accordance with customary practices, any Pennsylvania real property transfer taxes shall be paid one-half by the Company and one-half by the Buyer.
Transfer and Conveyance Taxes. 47 8.5 Contests....................................................................................... 47 8.6
Transfer and Conveyance Taxes. Buyer and Seller will each pay fifty percent (50%) of all state and local transfer, sales, use, stamp, registration or other similar Taxes, if any, resulting from the Transactions.
