Transfer Taxes and Other Costs. (a) All Transfer Taxes payable on or in connection with the transfer of the Transferred Assets to Purchaser and the transactions contemplated by this Agreement shall be shared equally by Seller and Purchaser.
(b) The Party responsible under applicable Law for filing the applicable Tax Return with respect to such Transfer Tax shall prepare and file all necessary Tax Returns and other documentation required to be filed by it with respect to all Transfer Taxes, and, if required by applicable Law, the Parties will, and will cause their applicable Affiliates to, join in the execution of any such Tax Returns and other documentation. Seller and Purchaser agree to cooperate with each other in the filing of any Tax Returns with respect to Transfer Taxes, including by promptly supplying any information in its possession that is reasonably necessary to complete such Tax Returns and other documentation.
(c) All out-of-pocket costs and fees incurred by Seller and any of its Affiliates related or necessary to prepare and transfer the Transferred Assets or the Assumed Liabilities to Purchaser in accordance with the terms of this Agreement or any Ancillary Agreement, shall be the obligations of and paid solely by Purchaser when due; provided, that no amount shall be incurred by Seller without the prior written consent of Purchaser unless it is listed on Schedule 3.03(c) and, provided, further, that if any such amount has been paid by Seller or any of its Affiliates, Purchaser shall, subject to receipt of satisfactory evidence of such Person’s payment thereof, promptly reimburse Seller. For the avoidance of doubt, Seller shall be responsible for the Transaction Expenses.
(d) All out-of-pocket costs and expenses associated with removing and moving any Transferred Asset to a location designated by Purchaser shall be borne and paid solely by Purchaser when due; provided, that no amount shall be incurred by Seller without the prior written consent of Purchaser unless it is listed on Schedule 3.03(d) and, provided, further, that if any such amount shall be incurred by Seller (after written consent of Purchaser unless such costs or expenses are listed on Schedule 3.03(d), Purchaser shall, subject to receipt of satisfactory evidence of Seller’s payment thereof, promptly reimburse Seller.
Transfer Taxes and Other Costs. (i) All Transfer Taxes payable in connection with the Transfer under this Agreement and the other Transaction Documents shall be borne and paid solely by Titan when due in compliance with applicable Transfer Tax Laws; provided, however, that, if Braeburn determines that it is required by applicable Law to pay any Transfer Taxes, then Braeburn shall pay such Transfer Taxes, and Titan shall, subject to receipt of satisfactory evidence of payment thereof, promptly reimburse Braeburn in U.S. Dollars.
(ii) Titan and Braeburn shall cooperate in preparing and timely filing all Tax Returns as may be required to comply with the provisions of applicable Transfer Tax Laws.
(iii) All costs and fees associated with transferring to Titan the Transferred Intellectual Property and the Regulatory Approvals conveyed to Titan at the Closing shall be borne and paid solely by Titan when due; provided, that if any such amount shall be incurred by Braeburn, Titan shall, subject to receipt of satisfactory evidence of Braeburn’s payment thereof, promptly (but in no event later than ten Business Days following Titan’s receipt) reimburse Braeburn.
(iv) All costs and expenses associated with removing and moving any Transferred Asset to a location designated by Titan shall be borne and paid solely by Titan when due; provided, that if any such amount shall be incurred by Braeburn, Titan shall, subject to receipt of satisfactory evidence of Braeburn’s payment thereof, promptly (but in no event later than ten (10) Business Days following Titan’s receipt of such evidence) reimburse Braeburn.
Transfer Taxes and Other Costs. 58 11.3. Expenses..............................................59 11.4. Post-Closing Confidentiality..........................59 11.5. Releases..............................................59 11.6. Name Change; Post-Closing Use of Trademarks...........59 11.7. Liability with Respect to Products....................60 11.8. Treatment of Certain Excluded Liabilities.............60 11.9.
Transfer Taxes and Other Costs. (a) All costs of transferring the Assets and the Business in accordance with this Agreement (other than the HSRA filing that was made prior to the date of this Agreement), including: (i) any governmental filing or grant fees and (ii) Taxes arising out of or in connection with or attributable to the transactions effected pursuant to this Agreement (collectively, "Transfer Taxes"), will be paid by Sellers and the Shareholders and all such costs will be Excluded Liabilities under this Agreement.
(b) Each party shall execute and deliver to each other party at Closing all applicable and properly completed sales/use tax exemption certificates as either the Buyers' Representative or the Sellers' Representative may reasonably request, including, but not limited to, sale for resale exemption certificates for the transfer of any Inventory purchased by Buyers for resale. Such certificates shall be in the form, and shall be signed by the proper party, as provided under Applicable Law. At the request of any Buyer, with respect to each jurisdiction in which the Business has filed sales Tax Returns, each Seller will cooperate with such Buyer to permit such Buyer to deliver to the applicable Governmental Authority a notice of cancellation (including, but not limited to, causing the relevant officers of such Seller to sign any necessary documents to effect such notice), effective as of the Closing Date, of such Seller's relevant sales Tax permits or certificates of the Business.
Transfer Taxes and Other Costs. The payment of all state, local and municipal transfer taxes and documentary stamp charges (if any) arising from the sale of the Property and the recordation of the Deed shall be paid by Seller. Seller shall pay all of the Deed recording charges and all costs in connection with Expansion Permits and Approvals. Buyer shall pay the cost of any title endorsements selected by Buyer. Seller shall pay all costs and expenses in connection with termination of the Management Agreement. Buyer and Seller shall each pay one half of all applicable closing fees (including, without limitation, such fees imposed by the Title Company). Seller shall (a) pay all sales taxes and other taxes respecting the Property and/or the Seller incurred or imposed in connection with any period during Seller’s ownership of the Property and (b) indemnify, hold harmless and defend Buyer (using counsel selected by Buyer) against all claims, losses, costs, demands and liabilities in connection with the foregoing Paragraph 10(a). Notwithstanding the foregoing, the indemnity provided under the foregoing Paragraph 10(b) shall not pertain to sales tax liabilities of Seller in the event that the New York State Department of Tax and Finance issues a sales tax release on Form AU-197.1 in response to the submission of Form AU-196.10 under Section 8(c) hereof. Buyer shall pay all survey costs and the cost of a base owner’s title policy. In the event that Buyer elects to allocate a portion of the Purchase Price to the Personalty, Buyer shall pay any sales tax triggered by Buyer’s acquisition of the Personalty at Closing. Each party shall pay its own legal fees. This Paragraph 10 shall survive Closing.
Transfer Taxes and Other Costs. The Buyer shall pay at the Closing any and all costs and expenses for the appraisal and the survey of the Real Estate, as well as any mortgagee's policy of title insurance, as contemplated by this Agreement. The Real Estate Sellers shall pay at the Closing any and all costs and expenses for title examination and insurance (other than any mortgagee's policy of title insurance), real estate transfer taxes, recordation and documentary stamp and other fees incurred from, out of, or in connection with the conveyance of the Real Estate, as contemplated by this Agreement.
Transfer Taxes and Other Costs. The cost of all real estate transfer taxes shall be borne equally by Seller and Buyer. Seller shall be responsible for the cost of preparing deeds.
Transfer Taxes and Other Costs. The cost of all real estate transfer taxes shall be borne by Seller. Seller shall be responsible for cost of preparing the deed and for all matters relating to the clearance of title, and Buyer shall be responsible for the costs of recording any Transfer Documents which are to be recorded.
Transfer Taxes and Other Costs. The cost of all real estate transfer taxes, if any, shall be paid Fifty percent (50%) by Seller and Fifty percent (50%) by Buyer. Seller shall be responsible for the cost of preparing the Transfer Documents for all matters relating to the clearing of title which Seller elects or is required to cure, the fees and costs associated with the assignment of all transferable warranties, one-half of Escrow Agent's fee and for the fees and expenses of Seller's attorneys in connection therewith. Buyer shall be responsible for the payment of all premiums for the Title Policy and all endorsements thereto, for the cost of any Survey, for the cost of performing the Due Diligence Review, for any and all costs and expenses (including, but not limited to, inspection expenses, mortgage recording costs, recording taxes and lender fees and costs) relating to any new financing placed on the Property by Buyer, one-half of Escrow Agent's fee, the fees and expenses of Buyer's attorneys in connection therewith and all recording charges due in connection with the any documents it elects to record. All other costs and expenses shall be apportioned in accordance with the custom and practice for transactions of the size and complexity contemplated by this Agreement in the southern New Jersey area.
Transfer Taxes and Other Costs. (a) DGD shall be responsible for all income, gain, transfer, conveyance, excise, documentary and other government taxes, duties, changes, fees, imposts and assessments, and all interest and penalties thereon, imposed at any time by any taxing authority with respect to this Agreement, the sale, assignment or delivery of the Business and the Assets or the consummation of the transactions contemplated hereby. NDI shall be responsible for all sales and use tax imposed by any taxing authority with respect to the sale, assignment and delivery of the Business and the Assets.
(b) Except for HSR Act filing fees, DGD shall be responsible for all filing fees, recording fees, notarial fees and other similar fees and costs arising out of this Agreement, the purchase, assignment or delivery of the Business or the Assets or the consummation of the transactions contemplated hereby.
