Transfer Taxes and Related Expenses Sample Clauses

Transfer Taxes and Related Expenses. All (a) transfer, documentary, sales, use, stamp, registration, value added, gross receipts, privilege and other such taxes (including any penalties and interest) (“Transfer Taxes”), and (b) costs and expenses incurred in connection with obtaining surveys and title insurance or using notaries to record titles with respect to the Owned Real Property (the “Real Property Transfer Expenses”), in each case incurred in connection with the transactions contemplated by this Agreement and the other Transaction Documents, shall be borne 50% by Buyer and 50% by Seller. To the extent Buyer or Seller or any of their Affiliates is required by Law to pay any Transfer Taxes or Real Property Transfer Expenses, Seller or Buyer, as applicable, shall reimburse Buyer or Seller, as applicable, for 50% of any portion of such Transfer Taxes so paid and such amount shall be excluded from any Working Capital Adjustment calculations contemplated in Section 2.5 or proration adjustments contemplated in Section 7.5. Such reimbursement shall be made within ten (10) days of delivery to Seller or Buyer of evidence of payment of such Transfer Tax to the applicable Tax Authority. If Buyer or Seller claims an exemption from any Transfer Taxes of the type described in this Section 7.4 that Seller or Buyer is required to collect, then Buyer or Seller, as applicable, will deliver valid exemption certificates to Seller or Buyer, as applicable, at the Closing.
Sample 1Sample 2
AutoNDA by SimpleDocs
Transfer Taxes and Related Expenses. Notwithstanding anything to the contrary contained in this Agreement, Seller Parties and Buyer Parties shall share equally any and all value-added, sales, use, transfer (including real property gains or transfer), documentary, stamp duty, stamp, goods and services, excise, recording and similar Taxes incurred in connection with the Acquisition Transactions, as well as any notarial or other similar fees incurred by Seller Parties or Buyer Parties in connection with this Agreement and the Acquisition Transactions (“Transfer Taxes”).
Sample 1
Transfer Taxes and Related Expenses. Except as provided under Section 1146 of the Bankruptcy Code, all state real estate transfer fees and related fees and taxes will be paid at Closing by the Company and all other closing costs, fees and taxes imposed as the result of the sale of any real property shall be allocated in accordance with customary commercial practice in Shreveport, Louisiana. All escrow fees, related costs and prorations shall be borne equally by the Investors, on the one hand, and the Company, on the other hand.
Sample 1
Transfer Taxes and Related Expenses. All transfer, documentary, sales, use, stamp, registration, value added, gross receipts, privilege and other such Taxes (including any penalties and interest) (“Transfer Taxes”), and (b) costs and expenses incurred in connection with obtaining surveys and title insurance or using notaries to record titles with respect to the Facility (the “Real Property Transfer Expenses”), in each case incurred in connection with the transactions contemplated by this Agreement and the other Transaction Documents, shall be borne 50% by Buyer and 50% by Seller. To the extent Buyer or Seller or any of their Affiliates is required by Law to pay any Transfer Taxes or Real Property Transfer Expenses, Seller or Buyer, as applicable, shall reimburse Buyer or Seller, as applicable, for 50% of any portion of such Transfer Taxes so paid. Such reimbursement shall be made within ten days of delivery to Seller or Buyer of evidence of payment of such Transfer Tax to the applicable Governmental Authority. If Buyer or Seller claims an exemption from any Transfer Taxes of the type described in this Section 3.07 that Seller or Buyer is required to collect, then Buyer or Seller, as applicable, will deliver valid exemption certificates to Seller or Buyer, as applicable, at the Closing.
Sample 1
Transfer Taxes and Related Expenses. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be responsible for, and to the extent permitted by Law shall pay, any and all value-added, sales, use, transfer (including real property gains or transfer), documentary, stamp duty, stamp, goods and services, excise, recording and similar Taxes incurred in connection with the Acquisition Transactions, as well as any notarial or other similar fees incurred by Seller or Buyer in connection with this Agreement and the Acquisition Transactions (including those in connection with the preparation of the Deed of Transfer) ("TRANSFER TAXES"), and Seller shall reimburse Buyer for any Transfer Taxes paid by Buyer within ten (10) Business Days of Buyer's written request for same.
Sample 1

Related to Transfer Taxes and Related Expenses

  • 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.

  • Closing Costs; Transfer Taxes and Fees Seller shall be responsible for paying (i) any documentary and transfer taxes and any sales, use or other taxes imposed by reason of the transfers of Assets provided hereunder and any deficiency, interest or penalty asserted with respect thereto and (ii) all costs of obtaining the transfer of existing Permits which may be lawfully transferred, (iii) all fees and costs of recording or filing all applicable conveyancing instruments described in Section 3.1, and (iv) all fees and costs of recording or filing all UCC termination statements and other releases of Encumbrances.

  • Expenses; Transfer Taxes (a) Whether or not the Closing takes place, and except as otherwise specified in this Agreement, all costs and expenses incurred in connection with the negotiation and execution of this Agreement and the Closing Agreements and the transactions contemplated hereby and thereby shall be paid by the party incurring such costs and expenses.

  • Transfer Taxes and Fees Any and all sales, excise, use, value-added and similar taxes, fees or duties assessed or incurred by reason of the sale by Seller and the purchase by Buyer of the Purchased Assets hereunder shall be shared equally between the Seller and Buyer, regardless of which Party such taxes, fees or duties are assessed against.

  • 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.

  • 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.

  • 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.

  • Taxes and Expenses Each Party shall, according to the PRC laws, bear any and all registering taxes, costs and expenses for equity transfer arising from the preparation and execution of this Agreement and all Transferring Agreements, and the completion of the transactions under this Agreement and all Transferring Agreements.

  • Certain Taxes and Fees All transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement shall be paid by Sellers when due, and Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable law, Buyer will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

  • Payment of Taxes and Expenses The Company shall pay any recording, filing, stamp or similar tax which may be payable in respect of any transfer involved in the issuance of, and the preparation and delivery of certificates (if applicable) representing, (i) any Exercise Shares purchased upon exercise of this Warrant and/or (ii) new or replacement warrants in the Holder’s name or the name of any transferee of all or any portion of this Warrant.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!