Transfer Taxes and VAT Sample Clauses

Transfer Taxes and VAT. (a) All Transfer Taxes incurred in connection with the transactions contemplated by this Agreement (excluding for the avoidance of doubt Transfer Taxes in connection with the Restructuring, which will be borne exclusively by the Sellers) will be borne 50% by Buyer (or its relevant Affiliate or third party designee contemplated hereunder), on the one hand, and 50% by Sellers (or their relevant Affiliate), on the other hand; and if a Party is required by applicable Law to pay any Transfer Taxes then such Party shall pay such Transfer Taxes and the other Party shall, subject to receipt of reasonably satisfactory evidence of payment thereof, promptly reimburse the paying Party for their share of such Transfer Taxes, whether or not such Transfer Taxes were correctly or legally imposed by the applicable Governmental Authority. The parties hereto hereby agree to file in a timely manner all necessary documents (including, but not limited to, all Tax Returns) with respect to all such amounts. Upon a request by either party, the other party shall provide the requesting party with evidence reasonably satisfactory to the requesting party that such Transfer Taxes have been paid by the other party. Buyer and Sellers shall procure that each relevant Affiliate of Buyer, third party designee of Buyer and each relevant Affiliate of Sellers contemplated hereunder shall comply with all obligations of that relevant Affiliate of Buyer, third party designee of Buyer and relevant Affiliate of Sellers, respectively, as set out under this Section 6.07(a). (b) The Purchase Price is exclusive of any applicable VAT. The applicable Seller (or its relevant Affiliate, as applicable) shall issue to Buyer (or the applicable Affiliate of Buyer or third party designee contemplated hereunder, as the case may be) a VAT invoice in respect of any VAT required to be charged by the Seller (or its relevant Affiliate, as applicable), such VAT invoice to be prepared in consultation with Buyer in compliance with applicable VAT Law and to be issued at the Relevant Closing. Neither Sellers nor any of their Affiliates shall waive any VAT exemption in relation to any of the transactions contemplated under this Agreement. Buyer and Sellers shall cooperate in good faith to minimize the magnitude of any irrecoverable VAT. (c) [Reserved.] (d) The Parties shall, to the extent permitted by applicable Law (in the determination of Buyer, acting reasonably and in good faith), treat the sale and transfer of the Tra...
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Transfer Taxes and VAT. Seller shall be responsible for, and shall indemnify Purchaser from and against, any transfer or gains, sales, use, transfer, VAT, consumption, stock transfer, stamp duties, and any similar Taxes, duties, registration charges or other like charges or fees which become payable in connection with the transactions contemplated hereby (including penalties and interest thereon (“Transfer Taxes”) regardless of the Person liable for such Transfer Taxes under applicable Law. The party primarily responsible under applicable Law for the filing of any Tax Return in respect of Transfer Taxes shall be responsible for the timely filing of such Tax Return. The parties shall reasonably cooperate to enable the timely filing of such Tax Returns.
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Transfer Taxes and VAT. (a) Buyer will pay any stamp, documentary, registration, use, transfer, added-value or other non-income Tax, if any (a “Transfer Tax”), imposed under applicable law in connection with the transactions contemplated hereby. Sellers and Buyer will cooperate to prepare and timely file any Tax Returns required to be filed in connection with Transfer Taxes described in the immediately preceding sentence. (b) Subject to Section 6.9(c), the Parties agree that the consideration given in respect of the transactions contemplated hereby is exclusive of any VAT which may be chargeable in respect of such transfer and to the extent that VAT is so chargeable then Buyer (which in this Section 6.9 shall include any relevant Affiliate of Buyer) shall pay upon production of a valid VAT invoice in relation to the relevant allocation of the Purchase Price the amount properly chargeable in respect thereof under this Agreement. (c) The Parties agree that, to the extent permitted by law, they will use reasonable endeavors (including providing any necessary confirmations in the Belgian DAT Business Transfer Agreement) in order that the transfer of the Belgian DAT Business is treated as being outside the scope of VAT for the purposes of Article 19 of Council Directive 2006/112/EC and any law implementing that Article. ATI-2587197v29 60
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Transfer Taxes and VAT. (a) Buyer, on the one hand, and Parent (on behalf of Sellers), on the other hand, shall be equally liable for all sales, use, transfer, land value, documentary, stamp, registration, conveyance, goods and services, harmonized sales or other similar Taxes imposed by any Tax jurisdiction domestic or foreign (excluding VAT), and all recording or filing, notarial fees and other similar costs incurred in connection with this Agreement and the Transactions (collectively, “Transfer Taxes”). The Purchase Price shall not include any Transfer Taxes, and such Transfer Taxes shall be paid by Buyer and Parent in accordance with the terms of this Section 8.2. (b) All Tax Returns or other documentation related to such Taxes (“Transfer Tax Returns”) shall be filed by the party required to file each such Transfer Tax Return under applicable Law. The party required to file a Transfer Tax Return shall submit such Transfer Tax Return (with copies of any relevant schedules, work papers and other documentation) to the non-filing party for such party’s review, comment, and approval not less than twenty (20) days before the due date (including extensions) for the filing of such Transfer Tax Return. If one party is required to file a Transfer Tax Return or otherwise pay a Transfer Tax xxxx, the other party (Buyer or Parent, as the case may be) shall pay half of the Transfer Taxes owing with respect to such Transfer Tax Return to such party no later than the earlier of five (5) days prior to the due date of such Transfer Tax Return. (c) Except as otherwise provided in Section 8.10 and Section 8.11, with respect to assets transferred by a Seller resident in the European Union or in a jurisdiction which has adopted a VAT regime similar to the provisions of the VAT Directive, unless stated otherwise in the Preliminary Allocation, the parties hereto assume that the transactions contemplated by this Agreement do constitute a supply of goods and that Article 19 of the VAT Directive or similar applicable local Law provisions do not apply. Based on this assumption, the Preliminary Allocation sets forth the assets in respect of which VAT is owed by Buyer to the relevant Sellers together with the Purchase Price allocated to such assets. Where any VAT set forth in the Preliminary Allocation is recoverable by Buyer, the relevant Sellers shall issue valid
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Transfer Taxes and VAT. Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, all amounts payable under this Agreement and the other Transaction Documents are exclusive of Transfer Taxes and VAT. Any Transfer Taxes or VAT incurred in connection with the Irish Acquisition shall be borne by Seller Parent and any Transfer Taxes or VAT incurred in connection with the ROW Acquisition shall be borne by Buyer. Buyer and Seller Parent shall reasonably cooperate to prepare and timely file any Tax Returns relating to such Taxes, and the Party required under applicable Law to remit such Taxes shall timely remit all such Taxes. Xxxxx and Seller Parent shall reasonably cooperate to minimize or eliminate the incurrence of such Taxes in connection with the Transactions.
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Transfer Taxes and VAT. 1 UK - VAT GENERAL The parties intend that the UK Business shall be sold as a going concern for VAT purposes and accordingly the following actions shall be taken in the United Kingdom:
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Transfer Taxes and VAT. (i) Notwithstanding anything herein to the contrary, the Buyers shall pay (or otherwise bear) 100% of any transfer, documentary, sales, use, stamp, registration and other similar Taxes or notarial fees incurred in connection with the transactions contemplated under this Agreement (all such items so incurred are referred to herein collectively as “Transfer Taxes”); provided that if the Sellers are required by applicable Law to pay any Transfer Taxes, the Sellers shall pay such Transfer Taxes and the Buyers shall promptly reimburse the Sellers for such payment in full. All necessary Tax Returns and other documentation with respect to all such Transfer Taxes shall be filed by the Buyers; provided that the Sellers will reasonably cooperate with the Buyers in the preparation, execution and filing of any such Tax Returns and other documentation as necessary. (ii) Without limiting the generality of Section 5.15(a)(i), the parties agree that any amounts payable under this Agreement and any other Transaction Document are exclusive of any VAT chargeable thereon. The Buyers shall pay any VAT arising in respect of the transactions contemplated under this Agreement on demand and shall keep the Sellers fully and effectively indemnified against the same. The Sellers shall provide a VAT invoice to the Buyers in respect of such VAT where required under applicable Law.
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Transfer Taxes and VAT 
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Related to Transfer Taxes and VAT

  • 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 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • Conveyance Taxes 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 that are required or permitted to be filed on or before the Effective Time.

  • Taxes and Returns (a) Each Target Company has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

  • New Taxes Any taxes not in effect as of the Effective Date enacted by a Governmental Authority or the Town, to be effective after the Effective Date with respect to All-Requirements Power Supply, or any Governmental Rule enacted and effective after the Effective Date resulting in application of any existing tax for the first time to Participating Consumers.

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