Transfer Taxes; Filing Fees Sample Clauses

Transfer Taxes; Filing Fees. The parties hereto agree that any payment of an indemnification claim made hereunder will be treated by the parties on their Tax Returns as an adjustment to the Purchase Price.
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Transfer Taxes; Filing Fees. Buyers, on the one hand, and Seller, on the other hand, agree to bear the cost of any transfer, sales, use or other excise taxes arising from the purchase and Sale of the Assets, and any governmental filing or reporting fees related to any approvals necessary to complete the transaction contemplated herein, at the rate of 50% by Seller and 50% by Buyers.
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Transfer Taxes; Filing Fees. Seller shall be responsible for and pay all sales, use, transfer, recording, ad valorem and similar taxes and filing fees incurred as a result of the sale by Seller to Acquisition Sub of the Acquired Assets pursuant to this Agreement, whether levied upon Parent, Acquisition Sub or Seller
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Transfer Taxes; Filing Fees. The Seller Parties will be liable for and will pay any transfer taxes, federal and state sales taxes, stamp duties and all other Taxes or other like charges payable upon and in connection with the sale or transfer of Purchased Assets at the Closing that require a transfer of a certificate of title (i.e., motor vehicles and real estate). The Buyer Entities will be liable for and will pay any transfer taxes, federal and state sales taxes, stamp duties and all other Taxes or like charges payable on and in connection with the sale or transfer of Purchased Assets at the Closing not requiring a transfer of a certificate of title and the Seller Equity Interests to the Buyer Entities. The parties shall cooperate in filing a manufacturing exemption certificate in lieu of tax if necessary in Texas and any other applicable jurisdiction. Any filing fees or other fees payable to Governmental Authorities (except for Taxes, but including the fee associated with the HSR Act filing and fees arising in connection with all filings pursuant to European and German anti-competition Law) required to consummate the transactions contemplated by this Agreement will be paid by the Buyer or its Affiliates unless pursuant to reasonably established local customs, such fees would be allocated differently.
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Transfer Taxes; Filing Fees. Seller and Purchaser shall each pay 50% of all state or local sales, transfer or like taxes payable in connection with the transactions contemplated pursuant to this Agreement.
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Transfer Taxes; Filing Fees. All filing fees, transfer, sales and other similar taxes arising from the Software Transfers and/or the Asset Purchase shall be borne solely by Vuance and Parent. WidePoint may offset from any payment otherwise due to Vuance under this Agreement any such fees and expenses.
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Transfer Taxes; Filing Fees. Sellers and Purchaser shall each pay half of any state or local sales, transfer (including transfer taxes relating to real estate) or like taxes payable in connection with the transactions contemplated pursuant to this Agreement. Purchaser and Seller shall each be responsible for fifty percent of the payment of any HSR Act filing fees.
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Transfer Taxes; Filing Fees. All filing fees, transfer, sales and other similar taxes arising from the Software Transfers and/or the Asset Purchase shall be borne by Protexx. WidePoint may offset from any payment otherwise due to Protexx under this Agreement any such fees and expenses.
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Transfer Taxes; Filing Fees. All filing fees, transfer, sales and other similar taxes arising from the Intellectual Property Transfers and/or the Asset Purchase shall be borne solely by AGS. WidePoint may offset from any payment otherwise due to AGS under this Agreement any such fees and taxes.
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Related to Transfer Taxes; Filing Fees

  • 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 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 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 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.

  • Liability for Transfer Taxes Without duplication of the indemnity set forth in Section 6.05 of the Contribution Agreement, the Equity Holder agrees to indemnify the Company for any Incremental Transfer Taxes incurred as a result of any direct or indirect transfers of the Company Shares or interests therein within two years after the IPO Closing Date; provided that such Company Shares shall be the Company’s sole recourse with respect to such indemnification obligation. Without duplication of the indemnity set forth in Section 6.05 of the Contribution Agreement, the Equity Holder hereby grants a security interest in 50% of the Company Shares received as Merger Consideration to the Company and hereby irrevocably appoints the Company, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Company. The security interest granted pursuant to this Section 3.02 shall attach to the Company Shares that are not included in the Indemnity Holdback Amount. The Company agrees that the security interest in the Company Shares received by the Equity Holder in the Merger may be released, or collateral may be substituted, in accordance with the terms of the Escrow Agreement.

  • Filing Fees, Excise Taxes, Etc The Grantors, jointly and severally, agree to pay or to reimburse the Collateral Agent and its counsel and agents for any and all amounts in respect of all search, filing, recording and registration fees, excise taxes and other similar imposts that are payable in respect of the execution, delivery, performance and enforcement of this Agreement, the Intercreditor Agreement and each Security Document. The obligations of the Grantors under this Section 5(e) shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Collateral Agent.

  • Filing Fees The Company has paid or shall pay the required Commission filing fees relating to the Offered Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

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