Common use of Transfer and Similar Taxes Clause in Contracts

Transfer and Similar Taxes. All real property transfer taxes, other transfer, documentary, sales, use, registration, stamp and similar Taxes and fees (including any penalties and interest) incurred in connection with the Contemplated Transactions (collectively, “Transfer Taxes”) shall be borne solely by Sellers, jointly and severally. Sellers, in the case of Transfer Taxes and corresponding Tax Returns due on or prior to the Closing Date, and Buyer, in the case of corresponding Tax Returns due after the Closing Date, shall cause the Company to remit payment for such Transfer Taxes and duly and timely file such Tax Returns, and Sellers shall cooperate in (i) determining the amount of Transfer Taxes, (ii) providing all requisite exemption certificates and (iii) preparing and timely filing any and all required Tax Returns for or with respect to such Transfer Taxes with any and all appropriate Taxing Authorities.

Appears in 1 contract

Samples: Share Purchase Agreement (Counsel RB Capital Inc.)

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Transfer and Similar Taxes. All real property Real Property transfer taxesTaxes, other transfer, documentary, sales, use, registration, stamp and similar Taxes and fees (including any penalties and interest) incurred in connection with the Contemplated Transactions transactions contemplated herein (collectively, “Transfer Taxes”) shall be borne solely by Sellers, jointly and severallythe Shareholders. SellersThe Shareholders’ Representative, in the case of Transfer Taxes and corresponding Tax Returns due on or prior to the Closing Date, and BuyerPurchaser, in the case of corresponding Tax Returns due after the Closing Date, shall cause the Company to remit payment for such Transfer Taxes and duly and timely file such Tax Returns, . Purchaser and Sellers the Shareholders’ Representative shall cooperate in (i) determining the amount of Transfer Taxes, (ii) providing all requisite exemption certificates and (iii) preparing and timely filing any and all required Tax Returns for or with respect to such Transfer Taxes with any and all appropriate Taxing Authorities.

Appears in 1 contract

Samples: Agreement and Plan of Merger (P&f Industries Inc)

Transfer and Similar Taxes. All real property transfer taxes, other transfer, documentary, sales, use, registration, stamp and similar Taxes and fees (including any penalties and interest) incurred in connection with the Contemplated Transactions (collectively, “Transfer Taxes”) shall be borne solely by Sellers, jointly and severallythe Sellers severally in accordance with their respective Pro Rata Shares. The Sellers, in the case of Transfer Taxes and corresponding Tax Returns due on or prior to the Closing Date, and BuyerPurchaser, in the case of corresponding Tax Returns due after the Closing Date, shall cause the Company to remit payment for such Transfer Taxes and duly and timely file such Tax Returns, . Purchaser and the Sellers shall cooperate in (i) determining the amount of Transfer Taxes, (ii) providing all requisite exemption certificates and (iii) preparing and timely filing any and all required Tax Returns for or with respect to such Transfer Taxes with any and all appropriate Taxing Authorities.

Appears in 1 contract

Samples: Stock Purchase Agreement (FGX International Holdings LTD)

Transfer and Similar Taxes. All real property transfer taxes, other transfer, documentary, sales, use, registration, stamp and similar Taxes and fees (including any penalties and interest) incurred in connection with the Contemplated Transactions (collectively, “Transfer Taxes”) shall be borne solely by Sellers, jointly and severallySeller. SellersSeller, in the case of Transfer Taxes and corresponding Tax Returns due on or prior to the Closing Effective Date, and Buyer, in the case of corresponding Tax Returns due on or after the Closing Effective Date, shall cause the Company Parties to remit payment for such Transfer Taxes and duly and timely file such Tax Returns, and Sellers Seller shall cooperate in (i) determining the amount of Transfer Taxes, (ii) providing all requisite exemption certificates and (iii) preparing and timely filing any and all required Tax Returns for or with respect to such Transfer Taxes with any and all appropriate Taxing Authorities.

Appears in 1 contract

Samples: Stock Purchase Agreement (Heritage Global Inc.)

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Transfer and Similar Taxes. All real property transfer taxesor gains Taxes, other transfer, documentary, sales, use, registration, stamp and similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated Transactions (collectively, “Transfer Taxes”) shall be borne solely equally by Sellers, jointly Seller and severallyPurchaser. SellersSeller, in the case of Transfer Taxes and corresponding Tax Returns due on or prior to the Closing Date, and BuyerPurchaser, in the case of corresponding Tax Returns due after the Closing Date, shall cause the Company to remit payment for such Transfer Taxes and duly and timely file such Tax Returns, . Purchaser and Sellers the Seller shall cooperate in (i) determining the amount of Transfer Taxes, (ii) providing all requisite exemption certificates certificates, and (iii) preparing and timely filing any and all required Tax Returns for or with respect to such Transfer Taxes with any and all appropriate Taxing Authorities.

Appears in 1 contract

Samples: Stock Purchase Agreement (Healthways, Inc)

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