Transfer Taxes; Property Taxes Sample Clauses

Transfer Taxes; Property Taxes. Seller shall pay and promptly discharge any and all sales taxes), use taxes, transfer taxes, recording fees and similar taxes, charges, fees or expenses ("Transfer Taxes") that may become payable by reason of the sale of the Acquired Assets.
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Transfer Taxes; Property Taxes. All sales, use, value-added, gross receipts, excise, registration, recording, stamp duty, transfer or other similar taxes or governmental fees ("Transfer Taxes") imposed or levied by reason of, in connection with or attributable to this Agreement and the transactions contemplated hereby shall be borne solely by the Members. The parties shall cooperate with each other to the extent reasonably requested and legally permitted to minimize any Transfer Taxes.
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Transfer Taxes; Property Taxes. (a) Except as set forth in Section 9.6(b), Buyer will be liable for and will pay, or will cause to be paid, all United States federal, state or local sales, use, purchase, excise, transfer, intangible, stamp, or similar taxes (collectively, “Transfer Taxes”) payable under any applicable Law on or with respect to the transactions contemplated by this Agreement (including without limitation, the sale of the Purchased Assets and the assumption of the Assumed Liabilities). Buyer will prepare and file all affidavits or returns, if any, required in connection with the foregoing at Buyer’s own cost and expense. Without limiting the foregoing, at each Closing or Extension Closing, Buyer will deliver to the Escrow Agent (i) a completed Washington State Department of Revenue Consumer Use Tax Return (“Use Tax Return”) for each Company to which such Closing applies reflecting a use tax liability equal to the agreed value of Class V assets of that Company other than leasehold improvements, pursuant to the Allocation Schedule for such Company, multiplied by the applicable tax rate(s) and (ii) cash, without reduction of the Purchase Price, in an amount equal to the total amount of “Total Use Tax Due” reflected on all Use Tax Returns, which returns and cash amounts the Escrow Agent shall, pursuant to the Escrow Agreement, remit to the Washington State Department of Revenue.
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Transfer Taxes; Property Taxes. (a) Sellers and Purchasers shall each be responsible for and pay in a timely manner 50% of all sales, use, value added, documentary, stamp, gross receipts, registration, transfer, conveyance, excise, recording, license and other similar Taxes and fees ("Transfer Taxes"), arising out of or in connection with or attributable to the transactions effected pursuant to the Transaction Documents. Each party hereto shall prepare and timely file all Tax Returns required to be filed in respect of Transfer Taxes that are the primary responsibility of such party under applicable Law; provided, however, that such party’s preparation of any such Tax Returns shall be subject to the other party’s approval, which approval shall not be unreasonably withheld or delayed.
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Transfer Taxes; Property Taxes. Parent shall pay and promptly discharge when due 50% of the amount of any and all sales taxes, use taxes, transfer taxes, recording fees and similar taxes, charges, fees or expenses ("Sales Tax") that may become payable by reason of the sale of the Acquired Assets up to a total liability to Parent of a maximum of $25,000. The Company shall pay and promptly discharge or reimburse Parent for all other Sales Taxes by reason of or in connection with the Acquisition. The parties shall cooperate with each other to the extent reasonably requested and legally permitted to minimize any such Sales Tax by appropriate allocation of the purchase price for the Acquired Assets among each item or class of Acquired Assets, or otherwise. All personal property Taxes shall be pro rated for the taxable period which includes the Closing Date and each party shall bear its allocable share of such Taxes.
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Transfer Taxes; Property Taxes. The Sellers, on the one hand, and ------------------------------ the Buyer, on the other hand, shall each bear one-half of any and all excise, sales, value-added, use, registration, stamp, transfer and other like Taxes ("Transfer Taxes"), imposed or levied by reason of, in connection with or -------------- attributable to this Agreement and the transactions contemplated hereby. Each party shall promptly pay and discharge when due the entire amount of any such Transfer Taxes for which it is primarily liable in accordance with applicable law. Each party shall reimburse the other party (the "Requesting Party") for ---------------- its share of such Transfer Taxes paid by the Requesting Party within fifteen (15) business days of receipt of reasonable evidence that the Requesting Party has paid the Transfer Tax that is the subject of the request for reimbursement. The parties shall cooperate with each other to the extent reasonably requested and legally permitted to minimize any Transfer Taxes. Any personal property taxes payable in respect of the Acquired Assets shall be apportioned at the Closing, based on current tax bills if available; and if not available, based on the most recent tax bills available with appropriate subsequent adjustment when bills for the current year are received.
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Transfer Taxes; Property Taxes 
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Related to Transfer Taxes; Property Taxes

  • Ad Valorem Taxes Prior to delinquency, Tenant shall pay all taxes and assessments levied upon trade fixtures, alterations, additions, improvements, inventories and personal property located and/or installed on or in the Premises by, or on behalf of, Tenant; and if requested by Landlord, Tenant shall promptly deliver to Landlord copies of receipts for payment of all such taxes and assessments. To the extent any such taxes are not separately assessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced by Landlord.

  • Property Taxes All Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Period.

  • 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.

  • 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.

  • Real Property Taxes Taxes, assessments and charges now or hereafter levied or assessed upon, or with respect to, the Project, or any personal property of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal property, by any federal, state or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Building.

  • 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.

  • 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.

  • 01 Taxes 46 3.02 Illegality.........................................................47 3.03

  • 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.

  • Taxes and Assessments As of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, all taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgaged Property that became due and owing prior to the Cut-off Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon.

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