Transfer or Sales Taxes Sample Clauses

Transfer or Sales Taxes. Any transfer, sales or similar type of taxes or assessments relating to the sale, transfer or purchase of the Y City Assets, or any portion thereof, pursuant to this Agreement shall be borne solely by Seller and/or the Colls.
Sample 1
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Transfer or Sales Taxes. Buyer will pay all sales, stamp, recordation, real property transfer and gains, and similar Taxes arising out of, or related to, the transactions contemplated by this Agreement. Each of the Sellers agrees to timely sign and deliver such certificates or forms as may be reasonably requested by Buyer at least one day before the Closing Date and reasonably necessary and appropriate to establish an exemption from (or otherwise reduce), and cooperate with Buyer as reasonably necessary to file Tax Returns with respect to, such Taxes.
Sample 1
Transfer or Sales Taxes. Buyer and Seller shall share equally all sales, stamp, recordation, transfer and similar Taxes arising out of, or related to, the transactions contemplated by this Agreement.
Sample 1
Transfer or Sales Taxes. Any transfer, use or sales taxes due as a result of the purchase, sale, use or transfer of the Assets arising out of this transaction, if any, will be paid equally by Buyer and Seller.
Sample 1
Transfer or Sales Taxes. Pro-Rations. Each party shall be responsible for one half of all: (a) sales or transfer taxes imposed as a result of the transfer of any of the Assets from Seller to Purchaser, (b) transfer fees paid to the Franchisor in connection with this sale, (c) any costs to extend franchise agreements to satisfy Purchaser's lender's requirements, and (d) all title insurance premiums and survey costs incurred by Purchaser. With respect to the transfer by Seller to Purchaser of any Real Property, each party shall pay one half of any grantor's taxes charged in connection with the recordation of the Deed(s) conveying such Real Property to Purchaser, and all other recording costs for recordation of such Deed(s), including without limitation any state or local recording taxes with respect thereto. If Purchaser desires to record any memoranda of leases with respect to the Third Party Leases, the parties shall each pay one half of all such recording costs and expenses. All property taxes, utility and similar expenses relating to the operation of the Stores, sales taxes for sales at the Stores and accrued but unpaid vacation for Seller's employees to be hired by Purchaser shall be allocated among Purchaser and Seller on the Closing Date as of the Closing Date.
Sample 1
Transfer or Sales Taxes. All filing, transfer, sales, recordation and similar Taxes (if any) assessed against the parties based on their respective status as seller, grantor, transferor, assignor, purchaser, grantee, transferee or assignee under applicable Law in connection with the transactions contemplated hereunder shall be shared equally by Buyer and Seller.
Sample 1
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Related to Transfer or Sales Taxes

  • Transfer or Sale The Investor understands that (i) the Securities may not be offered for sale, sold, assigned or transferred unless (A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred without such registration; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder.

  • Sales Taxes The Seller shall bear and pay, and shall reimburse the Purchaser and the Purchaser’s affiliates for, any sales taxes, use taxes, transfer taxes, documentary charges, recording fees or similar taxes, charges, fees or expenses that may become payable in connection with the sale of the Assets to the Purchaser or in connection with any of the other Transactions.

  • Sales and Transfer Taxes Seller and Purchaser shall be equally responsible for the payment of all transfer, recording, documentary, stamp, sales, use (including all bulk sales Taxes) and other similar Taxes and fees (collectively, the “Transfer Taxes”), that are payable or that arise as a result of the P&A Transaction, when due. Seller shall file any Tax Return that is required to be filed in respect of Transfer Taxes described in this Section 8.3 when due, and Purchaser shall cooperate with respect thereto as necessary.

  • Sales and Use Taxes Professional Business Manager and the Practice acknowledge and agree that to the extent that any of the services to be provided by Professional Business Manager hereunder may be subject to any state sales and use taxes, Professional Business Manager may have a legal obligation to collect such taxes from the Practice and to remit the same to the appropriate tax collection authorities. The Practice agrees to have applicable state sales and use taxes attributable to the services to be provided by Professional Business Manager hereunder treated as an Office Expense.

  • Transfer or Re-sale The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

  • Sales Tax Each Participating Entity is responsible for supplying the Supplier with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity.

  • Charges and Transfer Taxes No service charge will be made for any registration of transfer or exchange of this Subordinated Note, or any redemption or repayment of this Subordinated Note, or any conversion or exchange of this Subordinated Note for other types of securities or property, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of this Subordinated Note from the Holder requesting such transfer or exchange.

  • Payment of Sales, Use or Similar Taxes All sales, use, transfer, intangible, recordation, documentary stamp or similar Taxes or charges, of any nature whatsoever, applicable to, or resulting from, the transactions contemplated by this Agreement shall be borne by the Sellers.

  • Payment of Taxes and Claims; Tax Consolidation A. Company will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim.

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