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, 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 4 contracts

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

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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, 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 2 contracts

Samples: Asset Purchase Agreement (Stratus Services Group Inc), Asset Purchase Agreement (Stratus Services Group 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, 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 2 contracts

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

Transfer and Sales Tax. Notwithstanding any provisions of law imposing the burden of such taxes Taxes on the Seller or the Buyer, as the case may be, the Seller shall be responsible for and shall pay (a) all sales, bulk sales, use and transfer taxesTaxes, and (b) all governmental charges, if any, upon and due in connection with the sale or transfer of any of the Purchased Assets hereunderhereunder or related to the Merger. 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 (Peritus Software Services Inc)

Transfer and Sales Tax. Notwithstanding any provisions of law imposing the burden of such taxes Taxes on the Seller or the BuyerPurchaser, as the case may be, the Seller shall be responsible for and shall pay (a) all sales, bulk salesstamp, document, use and transfer taxes, taxes and (b) all governmental charges, if any, upon the Transactions, including the sale and due in connection with transfer of the Interests and/or any deemed sale or transfer of any of Assets arising from the Purchased Assets hereunderTransactions. If the Seller shall fail to pay such amounts on a timely basis, the Buyer Purchaser may pay such amounts to the appropriate governmental authority Governmental Authority or authoritiesGovernmental Authorities, and the Seller shall promptly reimburse the Buyer Purchaser for any amounts so paid by the BuyerPurchaser.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Tortoise Capital Resources 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 salessales (including goods and services and provincial sales taxes, bulk salestogether with any interest and penalties payable thereon), use use, stamp 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 Acquired Assets hereunder. If the Seller Buyer shall fail to pay such amounts on a timely basis, the Buyer Sellers may (but shall not be obligated to) 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 1 contract

Samples: Asset Purchase Agreement (Shiva Corp)

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 hereunderhereunder (other than taxes on Seller's net income). 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 1 contract

Samples: Asset Purchase Agreement (Restrac Inc)

Transfer and Sales Tax. Notwithstanding any provisions of law imposing the burden of such taxes Taxes on the Seller or the Buyer, as the case may be, the Seller shall be responsible for and shall pay (a) all sales, bulk sales, use and transfer taxes, 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 Governmental Entity or authorities, Entities and the Seller shall promptly reimburse the Buyer for any amounts so paid by the Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ss&c Technologies Inc)

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