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.
Transfer Taxes and Other Costs. (a) All Transfer Taxes payable in connection with the transfer of the Transferred Assets to Buyer and the Transactions shall be borne and paid solely by Buyer when due in compliance with applicable Transfer Tax laws; provided, however, that if Seller determines (in accordance with Section 2.06(c)) that it is required by applicable Law to pay any Transfer Taxes, then Seller shall pay such Transfer Taxes, and Buyer shall, subject to receipt of reasonably satisfactory evidence of Seller’s payment thereof, promptly reimburse Seller in dollars (or, at Seller’s request, reimburse a Selling Affiliate in local currency), whether or not such Transfer Taxes were correctly or legally imposed by the applicable Governmental Entity.
Transfer Taxes and Other Costs. (a) All Transfer Taxes payable in connection with the transfer of the Transferred Shares and Transferred Assets to Buyer or its Affiliates and the Transactions shall be borne and paid solely by Buyer when due in compliance with applicable Transfer Tax Laws; provided, however, that if Seller determines (in accordance with Section 2.07(f)) that it is required by applicable Law to pay any Transfer Taxes, then Seller shall pay such Transfer Taxes, and Buyer shall, subject to receipt of reasonably satisfactory evidence of Seller’s payment thereof, promptly reimburse Seller in U.S. dollars, whether or not such Transfer Taxes were correctly or legally imposed by the applicable Governmental Entity. (b) Any Israeli VAT imposed in connection with the purchase of any Transferred Assets or the assumption of any Assumed Israel Asset Liability by Buyer Israeli Subsidiary from Asset Transferring Affiliate shall be added to the applicable portion of the Purchase Price payable under this Agreement in respect of such Transferred Assets and Assumed Israel Asset Liabilities. Buyer Israeli Subsidiary shall pay any such Israeli VAT upon receipt of a valid Israeli VAT invoice in accordance with the Israeli VAT Law (the “Israeli VAT Invoice”). Seller shall cause Asset Transferring Affiliate to remit to the ITA the amount of Israeli VAT paid by Buyer Israeli Subsidiary to Asset Transferring Affiliate in accordance with the Israeli VAT Law. If any portion of the Purchase Price with respect to any Transferred Assets or the assumption of any Assumed Israel Asset Liability from Asset Transferring Affiliate is increased as a result of any claim by the ITA after the Closing Date or for any other reason, then Seller shall cause Asset Transferring Affiliate to issue to Buyer Israeli Subsidiary an updated Israeli VAT Invoice and thereafter Buyer Israeli Subsidiary 29 shall promptly pay the increased amount of Israeli VAT to Asset Transferring Affiliate as set forth in the updated Israeli VAT Invoice so received. (c) Each of Seller and Buyer shall timely 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 Affiliates to, join in the execution of any such Tax Returns and other documentation. (d) The determination of whether any exemption from (or reduction in) Transfer Taxes is available with respect to the consummation of the Transactions shall be made ...
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.
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.
Transfer Taxes and Other Costs. (a) All Transfer Taxes payable in connection with the transfer of the Transferred Assets and Transferred Equity Interests to Buyer or its Affiliates and the Transactions shall be borne and paid solely by Buyer when due in compliance with applicable Transfer Tax laws; provided, however, that if Seller determines (in its sole reasonable discretion) that it is required by applicable Law to pay any Transfer Taxes, then Seller shall pay such Transfer Taxes, and Buyer shall, subject to receipt of reasonably satisfactory evidence of Seller’s payment thereof, promptly reimburse Seller in U.S. dollars (or, at Seller’s request, reimburse an Asset Selling Affiliate in local currency), whether or not such Transfer Taxes were correctly or legally imposed by the applicable Governmental Entity.
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 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. 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.
