Transfer and Other Taxes. In the event that any state or local property transfer or other tax is payable as the result of or in connection with any exercise of the Redemption Rights by Contributing Partner, Contributor Partner shall pay such tax, and no Shares shall be issued pursuant hereto until such Contributor Partner has paid to the General Partner or the Partnership, as the case may be, the amount of such tax or has provided evidence, in form reasonably satisfactory to the General Partner or the Partnership, as the case may be, as to the payment thereof.
Transfer and Other Taxes. (i) All amounts payable hereunder are exclusive of all recordation, transfer, documentary, excise, sales, value added, use, stamp, conveyance or other similar Taxes (other than Taxes based on or attributable to income or gains), duties or governmental charges, and all recording or filing fees or similar costs, imposed or levied by reason of, in connection with or attributable to this Agreement or the transactions contemplated hereby (collectively, “Transfer Taxes”). All refundable Transfer Taxes shall be borne by BioMarin, and BioMarin shall be entitled to any and all refunds and credits attributable to the payment or incurrence of such Transfer Taxes. Non-refundable Transfer Taxes shall be borne equally by BioMarin and Merck Serono, and Tax Returns relating to such Transfer Taxes shall be prepared by BioMarin unless the Parties agree otherwise. Each Party shall use commercially reasonable efforts to obtain any available exemption from such Transfer Taxes and to cooperate with the other Party in providing any information or documentation that may be necessary to obtain such exemptions.
(ii) All personal property and similar ad valorem obligations levied with respect to the Transferred Assets for a Taxable period which begins on or before (but does not end on) the Transfer Time (collectively, the “Apportioned Obligations”) shall be apportioned between Merck Serono and BioMarin based on the number of days of such Taxable period ending on the Transfer Time (such portion of such Taxable period, the “Pre-Termination Tax Period”) and the number of days of such Taxable period beginning the day after the Transfer Time (such portion of such Taxable period, the “Post-Termination Tax Period”). Merck Serono shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to the Pre-Termination Tax Period, and BioMarin shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to the Post-Termination Tax Period.
(iii) Transfer Taxes and Apportioned Obligations shall be timely paid, and all applicable Tax Returns and similar filings, shall be timely filed, as provided by this Agreement and Law. The paying Party shall be entitled to reimbursement from the non-paying Party in accordance with Section 6.07(b)(i) or Section 6.07(b)(ii), as applicable. Upon payment of any such Transfer Tax or Apportioned Obligation, the paying Party shall present a statement to the non-paying Party setting forth the amoun...
Transfer and Other Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with the Contemplated Transactions (including any Acquired Company corporate-level gains tax triggered by the sale of the Shares), shall be paid one-half by Seller and one-half by Purchaser when due, and Purchaser and Seller will jointly prepare and file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Seller will join in the execution of any such Tax Returns and other documentation.
Transfer and Other Taxes. At the time of purchase, all stock and other transfer taxes on the sale and transfer of the Securities by the Selling Shareholder to the Underwriters hereunder will have been fully paid or provided for by the Selling Shareholder; provided that this representation shall not apply to stock and other transfer taxes on resales by the Underwriters.
Transfer and Other Taxes. Jazz Pharmaceuticals will be responsible for and will pay all foreign, federal, state and local taxes payable in connection with the acquisition and transfer of the Purchased Assets to Jazz Pharmaceuticals by GSK. GSK will be responsible for and will pay all foreign, federal, state and local taxes payable on any income or gain resulting from the sale of the Purchased Assets to Jazz Pharmaceuticals. Notwithstanding the foregoing, Jazz Pharmaceuticals shall not be required to pay (i) any VAT in connection with the transfer of the Purchased Assets, or (ii) any tax as a result of the separate payment to SB pursuant to Sections 3.3 or 3.5 that it would not have been required to pay if making only one payment to GGL. In the event that Jazz Pharmaceuticals is required to withhold and remit any tax to the revenue authorities in any country in the Territory regarding the Purchase Price, any Milestone payment or any Additional Consideration Payments payable to GGL or SB due to the laws of such country, such amount shall be withheld by Jazz Pharmaceuticals, and Jazz Pharmaceuticals shall notify GSK and promptly furnish GSK with copies of any documentation evidencing such withholding. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
Transfer and Other Taxes. (i) The Purchaser agrees to pay the cost of registration of the Purchaser’s own documents and any tax in connection therewith. Notwithstanding the generality of the foregoing, the Purchaser agrees to pay the land transfer taxes in connection with the registration of the Purchaser’s transfer, and undertakes to register the transfer on Closing and other than as provided herein, the Purchaser shall pay and be responsible to the complete exoneration of the Vendor for all other taxes imposed (including any NRST, if applicable, or any increase in the federal component of the HST beyond 5% or any increase in the provincial component of the HST beyond 8% or any increase in any combined rate of 13%) imposed on the Real Property or the purchase of the Real Property, by the federal, provincial or municipal government, or otherwise by statute, regulation or by-law whether or not the legislation imposing such tax places the responsibility for payment thereof onto the Vendor and the Vendor shall be allowed to charge the Purchaser as an adjustment with the estimated amount of any such tax notwithstanding that such tax may not have been formally or finally levied and payable with such tax adjustment being subject to readjustment, if necessary. The Purchaser shall not be entitled to any abatement of or reduction in the Purchase Price with respect to any reduction in the HST.
(ii) Notwithstanding anything contained in this Agreement and/or in the Registration Agreement to the contrary, it is understood and agreed by the parties hereto that the Purchaser and the Purchaser’s solicitor 7. TITLE
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Transfer and Other Taxes. All Transfer Taxes, documentary, sales, use, registration, stamp and other such Taxes and fees (including any penalties and interest thereon) incurred in connection with this Agreement shall be paid by the Shareholders’ Representative, on behalf of the Shareholders, when due, and each Shareholder shall, at his, her or its own expense, file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes, documentary, sales, use, stamp, registration and other Taxes and fees, and if required by applicable Law, Purchaser shall, and shall cause its Affiliates to (if applicable), join in the execution of any such Tax Returns and other documentation.
Transfer and Other Taxes. All transfer, documentary, recording, sales, use, registration and other such Taxes, including all applicable real estate transfer Taxes, and related fees incurred in connection with any of the transactions contemplated by this Agreement shall be paid by Buyer; Parent, Seller and Buyer shall each prepare and file any Tax Returns required to be filed in connection with any of the transactions contemplated by this Agreement regardless of whether any Tax is required to be paid in connection with such filing, and Parent, Seller and Buyer shall cooperate with each other in the preparation, execution and filing of such Tax Returns.
Transfer and Other Taxes. 6.5.1 The Sellers shall pay any stamp, stock transfer, sales, purchase, use or similar Tax under the laws of any Governmental Authority arising out of or resulting from the purchase of the Stadtlander Shares. The Sellers shall prepare and file the requirxx Xxx xxturns and other required documents with respect to the Taxes and fees required to be paid by them pursuant to the preceding sentence and shall promptly provide the Purchaser with evidence of the payment of such Taxes and fees.
6.5.2 The US Seller shall include the income of the Companies (including any deferred income triggered into income by Treas. Reg. ss.ss.1.1502-13 or any predecessor regulation and any excess loss accounts taken into income under Treas. Reg. ss.ss.1.1502-19) on the US Seller's consolidated federal income Tax returns for all periods through the Closing Date and pay any federal income taxes attributable to such income. The Companies shall furnish Tax information to the US Seller for inclusion in the US Seller's consolidated federal income tax return and state and local income or franchise tax returns for the period which includes the Closing Date in accordance with the Companies' past custom and practice. The US Seller shall allow the Purchaser an opportunity to review and comment upon such Tax returns (including any amended returns) to the extent that they relate to the Companies and would adversely affect the Purchaser or the Companies after the Closing Date. The income of the Companies shall be apportioned to the period up to and including the Closing Date and the period after the Closing Date by closing the books of the Companies as of the close of business on the Closing Date. Notwithstanding the foregoing, information which is subject to a confidentiality agreement shall not be released except to the extent required by law.
6.5.3 Any Tax sharing agreement between any of the Sellers (or any Affiliate of any of the Sellers) and any of the Companies shall be terminated as of the Closing Date and shall have no further effect for any taxable year (whether the current year, a future year or a past year). At or before the Closing, the Sellers shall provide to the Purchaser evidence of such termination, in form satisfactory to the Purchaser.
6.5.4 The US Seller shall allow the Purchaser and its counsel to participate in any audits of the US Seller's consolidated federal income tax returns to the extent that such returns relate to the Companies. The US Seller shall not settle any s...
Transfer and Other Taxes. Sellers will pay 50% and Buyer will pay 50% when due, of all transfer, documentary, sales, use, stamp, registration, and other such similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement, and Buyer and Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration, and other Taxes and fees.
