Transfer Taxes and Recording Expenses. All excise, sales, use, transfer, stamp, documentary, filing, recording and other similar taxes or fees which may be imposed or assessed as the result of the transactions contemplated hereby, including, without limitation, the Merger and Redemptions ("Transfer Taxes"), together with any interest or penalties with respect thereto, shall be shared by the Seller Parent and Recap Co as follows: the first $100,000 shall be paid by Seller Parent, the second $100,000 shall be paid by, and all amounts in excess of $200,000 shall be paid 50% by Recap Co and 50% by Seller Parent. All excise, sales, use, transfer, stamp, documentary, filing, recording and other similar taxes or fees which may be imposed or assessed as the result of the Internal Reorganization, together with any interest or penalties with respect thereto ("Reorganization Transfer Taxes"), shall be paid 56.25% by Recap Co and 43.75% by Seller Parent. All Tax Returns required to be filed in connection with any Transfer Taxes or Reorganization Transfer Taxes ("Transfer Tax Returns") shall be prepared and filed when due by the party responsible under applicable Law or custom to file such Transfer Tax Returns. The filing party shall promptly provide the other applicable parties with copies of such Transfer Tax Returns. All Transfer Tax Returns shall be prepared on a basis consistent with Schedule 5.5.5 of the Disclosure Schedule. From time to time but not later than ninety (90) days after the Closing Date, Seller Parent shall provide notice to Buyer of any Transfer Taxes and Reorganization Transfer Taxes paid by Seller Parent or its Affiliates and Buyer shall promptly reimburse Seller Parent or its Affiliates as applicable in accordance with the provisions of this Section 9.3. From time to time but not later than ninety (90) days after the Closing Date, Buyer shall provide notice to Seller Parent of any Transfer Taxes and Reorganization Transfer Taxes paid by Buyer or its Affiliates and Seller Parent shall promptly reimburse Buyer or its Affiliates as applicable in accordance with the provisions of this Section 9.3. Seller Parent shall pay all interest or penalty charges associated with Seller Parent's failure to pay when due any Transfer Taxes or any Reorganization Transfer Taxes, provided that such failure is not the result of Buyer's failure to remit amounts agreed to be paid under this Section 9.3 to Seller Parent promptly upon request.
Transfer Taxes and Recording Expenses. 52 9.4 Knowledge.......................................................52 9.5 Notices.........................................................52 9.6 Severability....................................................54 9.7
Transfer Taxes and Recording Expenses. Buyer and Seller shall each pay and be responsible for fifty percent (50%) of all U.S. or foreign transfer, documentary, sales,
Transfer Taxes and Recording Expenses. Buyer shall pay and shall indemnify each Seller and its affiliates against all sales, motor vehicle, registration or similar taxes and recording expenses, if any, required to be paid in connection with the transfer of the Assets (including any interest charge, penalty or addition to tax with respect thereto) without regard to whether such taxes or expenses are imposed on Buyer or Sellers. Sellers agree to pay any gross receipt or income taxes and to reimburse Buyer for one-half of the cost of any transfer taxes (other than those set forth above) incurred in connection with the consummation of this transaction.
Transfer Taxes and Recording Expenses. Seller and Buyer shall share equally all sales, motor vehicle, transfer and similar taxes and recording expenses, if any, required to be paid in connection with the transfer of the Assets.
Transfer Taxes and Recording Expenses. Sellers shall assume and pay and shall indemnify Purchaser and its Affiliates against all sales, motor vehicle or transfer taxes and recording expenses, if any, required to be paid in connection with the transfer of the Assets (including any interest charge or penalty with respect thereto). Purchaser shall assume and pay and shall indemnify Sellers and Huffy against all sales taxes, if any, required to be paid in connection with the transfer of the Assets (including any interest charge or penalty with respect thereto).
Transfer Taxes and Recording Expenses. 13.1 The parties understand and agree that there will be added to the Purchase Price any excise, use, privilege, value added or sales tax, or any other tax or assessment (other than those based upon the net income or the net worth of the Seller) now or hereafter imposed by or under the authority of any federal, state or local law, rule or regulation with respect to the purchase of the Purchased Assets by the Purchasers. Each Purchaser expressly authorizes the Seller to collect and remit such taxes as may be required by any applicable laws. If the purchase of any Purchased Assets is exempt from sales or use tax, then where required by applicable Law the applicable Purchaser shall furnish the Seller with a valid exemption certificate in form and content acceptable to the Seller.
13.2 The applicable Purchaser shall be responsible for and shall pay any and all transfer, stamp, documentary, title, registration and recording taxes or fees applicable to the transfer of its respective Purchased Assets under this Agreement; provided, however that the applicable Purchaser and the Seller shall each be responsible for one-half of any real estate transfer taxes applicable to the transfer of the Owned Real Property.
13.3 Real and personal property taxes applicable to any of the Purchased Assets, including but not limited to any payments made under an Industrial District Agreement or any similar agreement under which amounts are paid to a governmental body in lieu of property taxes, shall be prorated between the Seller, on the one hand, and the applicable Purchaser, on the other hand, as of the Closing Date.
Transfer Taxes and Recording Expenses. Buyer shall timely pay and shall indemnify the Seller Entities for and against any and all U.S., foreign, state or local transfer, documentary, sales, use, excise, gross receipts, stamp duties, motor vehicle, registration, value added or similar taxes and filing or recording expenses or fees, if any, required to be paid in connection with this Agreement, the Transaction Documents and the Transactions (including any interest charge, penalty or addition to tax with respect thereto and excluding any income tax payable by Seller or a Seller Subsidiary) and including, without limitation, any fees, expenses and taxes with respect to the transfer of any Purchased Assets or Purchased Shares from any Seller Entity to any Buyer Entity. Buyer shall make any filings required to be made in connection with such taxes or fees. Buyer shall provide, or cause the appropriate Buyer Subsidiary to provide, to the appropriate Seller Entity any applicable certificates or other documents that will relieve the applicable Seller Entity from collecting and paying any such taxes or fees which are not due in connection with this Agreement, the Transaction Documents and the Transactions including, without limitation, a valid exempt use certificate or similar document for qualifying production equipment and a valid resale certificate or similar document for inventory purchased for resale.
Transfer Taxes and Recording Expenses. 64 9.4. Indemnification . . . . . . . . . . . . . . . . . . 65 9.5. Environmental Remediations . . . . . . . . . . . . . 69 9.6. Pre-Closing Litigation . . . . . . . . . . . . . . . 70 9.7. Notices . . . . . . . . . . . . . . . . . . . . . . 71 9.8. Entire Agreement . . . . . . . . . . . . . . . . . . 71 9.9.
Transfer Taxes and Recording Expenses. Buyer and Seller shall each pay and be responsible for fifty percent (50%) of all U.S. or foreign transfer, documentary, sales, excise, stamp, motor vehicle, registration, value added or similar taxes and notary, filing or recording expenses or fees, if any, required to be paid in connection with this Agreement and the transactions contemplated hereby (other than the transactions contemplated by Section 4.3 for which taxes, recording fees and other charges and expenses shall be paid by Seller), including any interest charge, penalty or addition to tax with respect thereto. Each party shall be entitled to pay any such amounts on behalf of the other party, and the non-paying party shall promptly reimburse the paying party for any amounts so paid.
