Transfer and Recording Taxes Sample Clauses

Transfer and Recording Taxes. Seller shall pay all applicable transfer taxes imposed by the state, county or local municipality in which the Real Property is located. Purchaser shall pay for the recording of the Deed.
Sample 1
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Transfer and Recording Taxes. (a) Seller shall be responsible (either by payment or exemption) for any real property transfer taxes, transfer gains taxes, and other similar taxes and fees imposed on Seller by the State of New York, or any other applicable county or municipality in which the Property is located in connection with the Trust Conveyance (collectively, the "TRANSFER TAXES"). (b) On the Closing Date, Purchaser and Seller shall deliver to the Title Company the returns, questionnaires, certificates, affidavits and other documents required in connection with the payment or exception of any Transfer Taxes, and other similar taxes and fees imposed by the state, county or municipality in which the Property is located in connection with the transactions contemplated hereby (collectively, the "RE TAX RETURNS").
Sample 1
Transfer and Recording Taxes. The Sellers shall pay all sales, use, value added, transfer, stamp, registration, recording, documentary, excise, real property transfer or gains, or similar Taxes incurred as a result of the transactions contemplated by the Restructuring and by this Agreement (“Transfer Taxes”) and the Sellers, on the one hand, and the Purchaser, on the other hand, agree to jointly file all required change of ownership and similar statements; provided that the Purchaser shall reimburse the Seller for one half of all Transfer Taxes to the extent that such Transfer Taxes do not in the aggregate exceed one million dollars ($1,000,000), and all other Transfer Taxes will be borne solely by the Seller. At the Closing, the Sellers, on the one hand, and the Purchaser, on the other hand, shall deliver to each other such properly completed resale exemption certificates and other similar certificates or instruments, in form and substance reasonably acceptable to both parties, as are necessary to claim available exemptions from the payment of sales, transfer, use or other similar Taxes under applicable Law.
Sample 1
Transfer and Recording Taxes. The Seller and Purchaser shall each pay one-half of all sales, use, value added, transfer, stamp, registration, recording, documentary, excise, real property transfer or gains, or similar Taxes incurred as a result of the transactions contemplated in this Agreement, and the Seller and the Purchaser agree to jointly file all required change of ownership and similar statements; provided, however, that the Purchaser shall be solely liable for any increase in any of the foregoing Taxes to the extent attributable to any designation by the Purchaser of any Purchaser Subsidiaries to purchase any of the Purchased Assets above the amount of the foregoing Taxes that would have resulted if the Purchaser had effected at the Closing the purchase of the Purchased Assets and the assumption of the Assumed Liabilities thereunder. The Seller and the Purchaser agree to cooperate so as to minimize the amount of any such Taxes. The Purchaser expressly authorizes the Seller to collect and remit such Taxes as may be required by any applicable Law. If the purchase of any Purchased Assets is exempt from sales or use Tax, then, where required by Law, at the Closing, the Purchaser shall deliver to the Seller such properly completed resale exemption certificates and other similar certificates or instruments, in form and content acceptable to the Seller, as are necessary to claim available exemptions from the payment of sales, transfer, use or other similar Taxes under applicable Law.
Sample 1
Transfer and Recording Taxes. The Seller shall pay all sales, use, value added, transfer, stamp, registration, recording, documentary, excise, real property transfer or gains, or similar Taxes (“Transfer Taxes”) incurred as a result of the transactions contemplated by the PG Restructuring and the Seller, on the one hand, and the Purchaser, on the other hand, agree to each pay one-half of the Transfer Taxes incurred as a result of the other transactions contemplated by this Agreement. The parties shall jointly file all required change of ownership and similar statements. At the Closing, the Seller, on the one hand, and the Purchaser, on the other hand, shall deliver to each other such properly completed resale exemption certificates and other similar certificates or instruments, in form and substance reasonably acceptable to both parties, as are necessary to claim available exemptions from the payment of sales, transfer, use or other similar Taxes under applicable Law.
Sample 1

Related to Transfer and Recording Taxes

  • Transfer and Encumbrance The L-C shall also provide that Landlord may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, transfer (one or more times) all or any portion of its interest in and to the L-C to another party, person or entity, regardless of whether or not such transfer is from or as a part of the assignment by Landlord of its rights and interests in and to this Lease. In the event of a transfer of Landlord’s interest in under this Lease, Landlord shall transfer the L-C, in whole or in part, to the transferee and thereupon Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole of said L-C to a new landlord. In connection with any such transfer of the L-C by Landlord, Tenant shall, at Tenant’s sole cost and expense, execute and submit to the Bank such applications, documents and instruments as may be necessary to effectuate such transfer and, Tenant shall be responsible for paying the Bank’s transfer and processing fees in connection therewith; provided that, Landlord shall have the right (in its sole discretion), but not the obligation, to pay such fees on behalf of Tenant, in which case Tenant shall reimburse Landlord within ten (10) days after Tenant’s receipt of an invoice from Landlord therefor.

  • Transfer Books Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its office designated for such purposes, books for registration and transfer of the Rights Certificates issued hereunder. Such books will show the names and addresses of the respective holders of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates, the certificate number of each of the Rights Certificates and the date of each of the Rights Certificates. The Rights Agent will not register, or permit to be registered, any transfer or exchange of any Rights Certificates (or the underlying Rights) that have become null and void pursuant to Section 7(e), have been redeemed pursuant to Section 23 or have been exchanged pursuant to Section 24.

  • Transfer and Replacement This Warrant and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof in person or by duly authorized attorney, and a new Warrant or Warrants, of the same tenor as this Warrant but registered in the name of the transferee or transferees (and in the name of the Holder, if a partial transfer is effected) shall be made and delivered by the Company upon surrender of this Warrant duly endorsed, at the office of the Company in accordance with Section 5.1 hereof. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft or destruction, and, in such case, of indemnity or security reasonably satisfactory to it, and upon surrender of this Warrant if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant; provided that if the Holder hereof is an instrumentality of a state or local government or an institutional holder or a nominee for such an instrumentality or institutional holder an irrevocable agreement of indemnity by such Holder shall be sufficient for all purposes of this Warrant, and no evidence of loss or theft or destruction shall be necessary. This Warrant shall be promptly cancelled by the Company upon the surrender hereof in connection with any transfer or replacement. Except as otherwise provided above, in the case of the loss, theft or destruction of a Warrant, the Company shall pay all expenses, taxes and other charges payable in connection with any transfer or replacement of this Warrant, other than income taxes and stock transfer taxes (if any) payable in connection with a transfer of this Warrant, which shall be payable by the Holder. Holder will not transfer this Warrant and the rights hereunder except in compliance with federal and state securities laws and except after providing evidence of such compliance reasonably satisfactory to the Company.

  • Transfer and Reassignment An academic staff member may, by agreement between the member and the University, be assigned to a new academic unit (Article 13.

  • RIGHTS OF OWNERSHIP; RETURN OF RECORDS All records and other data except computer programs and procedures developed to perform services required to be provided by Ultimus are the exclusive property of the Trust and all such records and data will be furnished to the Trust in appropriate form as soon as practicable after termination of this Agreement for any reason. Ultimus may at its option at any time, and shall promptly upon the Trust's demand, turn over to the Trust and cease to retain Ultimus' files, records and documents created and maintained by Ultimus pursuant to this Agreement which are no longer needed by Ultimus in the performance of its services or for its legal protection. If not so turned over to the Trust, such documents and records will be retained by Ultimus for six years from the year of creation. At the end of such six-year period, such records and documents will be turned over to the Trust unless the Trust authorizes in writing the destruction of such records and documents.

  • Retention of Books and Records The Manager shall cause all such books and records to be maintained and retained until the date that is the later of ten (10) years after the Closing Date and three (3) years after the date on which the Final Distribution is made. All such books and records shall be available during such period for inspection by the Initial Member, the FDIC or any of their respective representatives (including any Governmental Authority) and agents at the Company’s chief executive office referred to in Section 2.4 at all reasonable times during business hours on any Business Day (or, in the case of any such inspection after the term hereof, at such other location as is provided by notice to the Initial Member and the FDIC), in each instance upon two (2) Business Days’ prior notice to the Manager. Upon request by Initial Member or the FDIC, the Manager shall promptly send copies (the number of copies of which shall be reasonable) of such books and records to such requesting Person or its designee. The Manager shall provide the Initial Member and the FDIC with reasonable advance notice of the Manager’s intention to destroy or dispose of any documents or files relating to the Loans and, upon the request of the Initial Member or the FDIC, shall allow such requesting Person to recover the same (or copies thereof) from the Company and in the case both the Initial Member and the FDIC so request the same, the FDIC shall have the right to recover such documents or files, but the Initial Member shall have the right to make copies of such applicable documents or files so long as such copies are made while such documents files remain with the Manager or the Company (and prior to recovery of the same by the FDIC). The Manager shall also maintain complete and accurate records reflecting the status of taxes, ground leases or other recurring charges which could become a Lien on any Underlying Collateral. Any expense incurred by Initial Member or the FDIC and any reasonable out-of-pocket expense incurred by the Company in connection with the exercise by Initial Member or the FDIC of its respective rights in this Section 7.2(b) to recover or make (or otherwise receive) copies of books, records, documents or files shall be borne by such Person so exercising such rights; provided, however, that any expense incident to the exercise of such rights pursuant to this Section 7.2(b) as a result of or during the continuance of an Event of Default shall in all cases be borne by the Private Owner (except to the extent such Event of Default is attributable exclusively to a Manager having been appointed by the Initial Member following removal of the Private Owner in such applicable capacity, or to any applicable Servicer (and its Subservicers) having been engaged by the Initial Member, the Company or the applicable replacement Manager following such removal of the Private Owner as Manager, in each case that is not an Affiliate of the Private Owner).

  • Audits and Records 7.5.1 The Contractor agrees that the representatives of the Office of the City Auditor or other authorized representatives of the City shall have access to, and the right to audit, examine, or reproduce, any and all records of the Contractor related to the performance under this Contract. The Contractor shall retain all such records for a period of three (3) years after final payment on this Contract or until all audit and litigation matters that the City has brought to the attention of the Contractor are resolved, whichever is longer. The Contractor agrees to refund to the City any overpayments disclosed by any such audit.

  • Documentation and Record Keeping 1. Records to be Maintained Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506 that are pertinent to the activities to be funded under this Contract. Such records shall include, but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets the one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use, or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by federal regulations 24 CFR 570.502, and 24 CFR 84.21-28; and g. Other records necessary to document compliance with Subpart K of 23 CFR.

  • Books and Records Accounting Tax Matters Describes general and administrative items and procedural aspects of handling certain of those items.

  • Transfer and Servicing Agreement The Third Amended and Restated Transfer and Servicing Agreement, dated as of December 19, 2007, among the Bank, as Transferor, Servicer and Administrator, Chase Issuance Trust, as Issuing Entity, and Xxxxx Fargo Bank, National Association, as Indenture Trustee and Collateral Agent, as amended.

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