Common use of Transfer and Sales Tax Clause in Contracts

Transfer and Sales Tax. Notwithstanding any provisions of law imposing the burden of such taxes on the Seller or the Buyer, as the case may be, the Seller shall be responsible for and shall pay (a) all sales, use and transfer taxes, and (b) all governmental charges, if any, upon the sale or transfer of any of the Assets hereunder. If the Seller shall fail to pay such amounts on a timely basis, the Buyer may pay such amounts to the appropriate governmental authority or authorities, and the Seller shall promptly reimburse the Buyer for any amounts so paid by the Buyer.

Appears in 9 contracts

Samples: Asset Purchase Agreement (Choices Entertainment Corp), Asset Purchase Agreement (West Coast Entertainment Corp), Asset Purchase Agreement (West Coast Entertainment Corp)

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Transfer and Sales Tax. Notwithstanding any provisions of law imposing the burden of such taxes on the Seller or the Buyer, as the case may be, the Seller Buyer shall be responsible for and shall pay (a) all sales, bulk sales, use and transfer taxes, and (b) all governmental charges, if any, upon and due in connection with the sale or transfer of any of the Purchased Assets hereunder. If the Seller shall fail to pay such amounts on a timely basis, the Buyer may pay such amounts to the appropriate governmental authority or authorities, and the Seller shall promptly reimburse the Buyer for any amounts so paid by the Buyer.

Appears in 8 contracts

Samples: Asset Purchase Agreement (Stratus Services Group Inc), Asset Purchase Agreement (Stratus Services Group Inc), Asset Purchase Agreement (Hyperion Energy, Inc.)

Transfer and Sales Tax. Notwithstanding any provisions of law imposing the burden of such taxes on the Seller or the Buyer, as the case may be, the Seller shall be responsible for and shall pay (a) all sales, use and transfer taxes, and (b) all governmental charges, if any, upon the sale or transfer of any of the Assets hereunder. If the Seller shall fail to pay such amounts on a timely basis, the Buyer may pay such amounts to the appropriate governmental authority Governmental Authority or authorities, and the Seller shall promptly reimburse the Buyer for any amounts so paid by the Buyer.

Appears in 3 contracts

Samples: Asset Purchase Agreement (American Italian Pasta Co), Asset Purchase Agreement (American Italian Pasta Co), Asset Purchase Agreement (American Italian Pasta Co)

Transfer and Sales Tax. Notwithstanding any provisions of law imposing the burden of such taxes on the Seller or the Buyer, as the case may be, the Seller Buyer shall be responsible for and shall pay (a) all sales, use and transfer taxes, and (b) all governmental charges, if any, upon the sale or transfer of any of the Assets hereunder. If the Seller Buyer shall fail to pay such amounts on a timely basis, the Buyer Seller may pay such amounts to the appropriate governmental authority or authorities, and the Seller Buyer shall promptly reimburse the Buyer Seller for any amounts so paid by the BuyerSeller.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Ascent Pediatrics Inc), Asset Purchase Agreement (Ascent Pediatrics Inc), Asset Purchase Agreement (Bottomline Technologies Inc /De/)

Transfer and Sales Tax. Notwithstanding any provisions of law imposing the burden of such taxes on the Seller Sellers or the Buyer, as the case may be, the Seller Sellers shall be responsible for and shall pay (a) all sales, use and transfer taxes, and (b) all governmental charges, if any, upon the sale or transfer of any of the Assets hereunder. If the Seller Sellers shall fail to pay such amounts on a timely basisbasis (unless such amounts are being contested by the Sellers), the Buyer may pay such amounts to the appropriate governmental authority or authorities, and the Seller Sellers shall promptly reimburse the Buyer for any amounts so paid by the Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (West Coast Entertainment Corp)

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Transfer and Sales Tax. Notwithstanding any provisions of law imposing the burden of such taxes on the Seller or the Buyer, as the case may be, the Seller shall be responsible for and shall pay (a) all sales, use and transfer taxes, and (b) all governmental charges, if any, upon the sale or transfer of any of the Assets hereunder. If the Seller shall fail to pay such amounts on a timely basis, the Buyer may pay such amounts to the appropriate governmental authority or authorities, and the Seller shall promptly reimburse the Buyer for any amounts so paid by the Buyer.. 36

Appears in 1 contract

Samples: Asset Purchase Agreement (Amtech Systems Inc)

Transfer and Sales Tax. 12.1 Notwithstanding any provisions of law imposing the burden of such taxes on the Seller or the Buyer, as the case may be, the Seller shall be responsible for and shall pay (a) all sales, use and transfer taxes, and (b) all governmental charges, if any, upon the sale or transfer of any of the Assets hereunder. If the Seller shall fail to pay such amounts on a timely basis, the Buyer may pay such amounts to the appropriate governmental authority or authorities, and the Seller shall promptly reimburse the Buyer for any amounts so paid by the Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nucycle Therapy Inc)

Transfer and Sales Tax. Notwithstanding any provisions of law imposing the burden of such taxes on the Seller Sellers or the Buyer, as the case may be, the Seller Sellers shall be responsible for and shall pay (a) all sales, use and transfer taxes, and (b) all governmental charges, if any, upon the sale or transfer of any of the Assets hereunder. If the Seller Sellers shall fail to pay such amounts on a timely basis, the Buyer may pay such amounts to the appropriate governmental authority or authorities, and the Seller Sellers shall promptly reimburse the Buyer for any amounts so paid by the Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (West Coast Entertainment Corp)

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