Transfer Tax Filings Sample Clauses

Transfer Tax Filings. Each tax return (and any exemption, clearance or similar filing or certificate) with respect to any sales, use, transfer, stamp, value-added, motor vehicle transfer or registration, documentary, registration, recording, excise, real estate transfer or similar taxes or fees ("Transfer Taxes") required to be paid to any relevant taxing authority (or for which an exemption is being sought) in connection with the transactions contemplated by this Agreement shall be timely filed by the party legally obligated to file such tax return (or exemption, clearance or similar filing or certificate) with respect thereto. In this regard, Seller and Buyer agree to cooperate, and to cause their respective affiliates to cooperate, with each other in the making of all such filings required in connection with any such Transfer Taxes. Buyer shall deliver to Seller prior to the Initials Closing Date all exemption, clearance, resale or similar certificates which would under applicable law enable the transactions contemplated by this Agreement to be exempt from any Transfer Taxes.
Sample 1
Transfer Tax Filings. Buyer and Seller shall each pay fifty percent (50%) of all sales, use, transfer, stamp, value- added, motor vehicle transfer or registration, documentary, registration, recording, excise, real estate transfer or similar taxes or fees ("Transfer Taxes") required to be paid to any relevant taxing authority in connection with the transactions contemplated by this Agreement. Each tax return (and any exemption, clearance or similar filing or certificate) with respect to any Transfer Taxes required to be paid to any relevant taxing authority (or for which an exemption is being sought) in connection with the transactions contemplated by this Agreement shall be timely filed by the party legally obligated to file such tax return (or exemption, clearance or similar filing or certificate) with respect thereto. In this regard, Seller and Buyer agree to cooperate, and to cause their respective affiliates to cooperate, with each other in the making of all such filings required in connection with any such Transfer Taxes. Buyer shall deliver to Seller prior to the Closing Date all exemption, clearance, resale or similar certificates which would under applicable law enable the transactions contemplated by this Agreement to be exempt from any Transfer Taxes (or to be subject to any Transfer Tax at a reduced rate).
Sample 1
Transfer Tax Filings. Parent and the Company shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees or any similar taxes ("Transfer Taxes") which become payable in connection with the transactions contemplated by the Agreement that are required or permitted to be filed on or before the Effective Time.
Sample 1
Transfer Tax Filings. Parent shall promptly after the consummation of the transactions contemplated by the MultiplAI Share Purchase Agreement, and in any event within the applicable statutory timeframes provided under applicable Law, prepare and file in the United Kingdom with His Majesty’s Revenue and Customs such applications to stamp any instruments of transfers executed in respect of the transactions contemplated by the MultiplAI Share Purchase Agreement and make, or cause MultiplAI to make, all payments required to be made thereunder under applicable Law. The Company shall promptly after Closing, and in any event within the applicable statutory timeframes provided under applicable Law, prepare and file in the United Kingdom with His Majesty’s Revenue and Customs such applications for relief or exemption from applicable stamp duty Tax under applicable Law in the United Kingdom in respect of the MultiplAI Contribution.
Sample 1

Related to Transfer Tax Filings

  • Tax Filings To the extent required, Borrower has filed (or has obtained effective extensions for filing) all federal, state and local tax returns required to be filed and have paid or made adequate provision for the payment of all federal, state and local taxes, charges and assessments payable by Borrower. Borrower believes that its tax returns (if any) properly reflect the income and taxes of Borrower for the periods covered thereby, subject only to reasonable adjustments required by the Internal Revenue Service or other applicable tax authority upon audit.

  • Transfer Taxes On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

  • Transfer Tax The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees and any similar taxes which become payable in connection with the transactions contemplated by this Agreement (together with any related interest, penalties or additions to tax, "Transfer Taxes"). All Transfer Taxes shall be paid by the Company and expressly shall not be a liability of any holder of the Company Common Stock.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • 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.

  • Transfer Taxes and Expenses The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

  • No Transfer Taxes There are no transfer taxes or other similar fees or charges under federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Company of the Shares.

  • Income Tax Returns Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Expenses; Transfer Taxes Each party hereto will bear the legal, accounting and other expenses incurred by such party in connection with the negotiation, preparation and execution of this Agreement, the Transaction Documents, and the transactions contemplated hereby. All sales, transfer, recordation and documentary Taxes and fees which may be payable in connection with the transactions contemplated by this Agreement shall be borne by Transferor.

  • Pre-Closing Tax Returns From and after the Closing, Peabody shall prepare or cause to be prepared all Tax returns required to be filed by the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Peabody Contributed Assets for any Pre-Closing Tax Period (the “Peabody Prepared Returns”), and Arch shall prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”). Except as otherwise required by applicable Law, each of Peabody and Arch shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten days prior to the due date for filing such Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental Authority.

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