Transfer Taxes; Recording Fees. (a) The Buyer and the Seller acknowledge and agree that the Purchase Price includes and is inclusive of any and all sales, use, transfer or other similar Taxes imposed as a result of the consummation of the transactions contemplated by this Agreement and the Seller hereby agrees to indemnify the Buyer against, and agrees to protect, save and hold the Buyer harmless from, any loss, liability, obligation or claim (whether or not ultimately successful) for sales, use, transfer or other similar Taxes (and any interest, penalties, additions to tax and fines thereon or related thereto) imposed as a result of the consummation of the transactions contemplated by this Agreement.
Transfer Taxes; Recording Fees. The Buyer and Seller shall share equally any and all sales, use, transfer or other similar taxes imposed as a result of the consummation of the transactions between Buyer and Seller contemplated by this Agreement.
Transfer Taxes; Recording Fees. Any income, sales, transfer, use or excise taxes payable in connection with these transactions shall be paid by the party responsible therefor under applicable local law.
Transfer Taxes; Recording Fees. (a) Purchaser and Seller agree that Seller's sale and Purchaser's purchase of the Stock is not subject to sales and use taxes in all jurisdictions, and that all parties hereto shall treat the sale of Stock provided for herein accordingly; provided, however, that if, contrary to the foregoing, it shall be finally determined after the Closing that the sale by Seller and the purchase by Purchaser of the Stock or any other transaction consummated pursuant to the Closing, is subject to any sales, use or similar tax, then all such taxes shall be borne equally by Purchaser and Seller.
Transfer Taxes; Recording Fees. Any income, sales, transfer, use or excise taxes payable in connection with these transactions shall be paid by the party responsible therefor under applicable local law. All costs incurred (including professional fees) in connection with the recording of trademark assignments with the U.S. Patent and Trademark Office, including the issuance of new certifications of each trademark, shall be paid by Seller. All documentary or other taxes due in connection with the issuance and delivery of the Promissory Note shall be paid by Seller.
Transfer Taxes; Recording Fees. The Buyer and the Sellers acknowledge and agree that any and all sales, use, value added, stamp, transfer or other similar Taxes imposed as a result of the consummation of the transactions contemplated by this Agreement shall be borne equally by the Buyer, on the one hand, and the Sellers and the Shareholders, on the other hand, including, without limitation, any liability to which any of the parties may become subject as a result of the fact that the transactions contemplated by this Agreement are effected without compliance with the bulk sales provisions of the Uniform Commercial Code as in effect in any state or any similar statute as enacted in any jurisdiction. The Buyer shall pay any and all recording, filing or other fees relating to the conveyance or transfer of the Transferred Assets from the Sellers to the Buyer. The Buyer shall deliver to the Sellers on the Closing Date a certificate certifying that the Inventories are being purchased for resale to the extent stated therein.
Transfer Taxes; Recording Fees. The parties hereto acknowledge and agree that the Purchase Price includes and is inclusive of any and all sales, use, value added, stamp, transfer or other similar Taxes imposed as a result of the consummation of the transactions contemplated by this Agreement, and LTI, Sub and the Stockholder jointly and severally agree to indemnify the Buyer against, and agree to protect, save and hold the Buyer harmless from, any loss, liability, obligation or claim (whether or not ultimately successful) for sales, use, transfer or other similar Taxes (and any interest, penalties, additions to tax and fines thereon or related thereto) imposed as a result of the consummation of the transactions contemplated by this Agreement, including, without limitation, any liability to which any of the parties may become subject as a result of the fact that the transactions contemplated by this Agreement are effected without compliance with the bulk sales provisions of the Uniform Commercial Code as in effect in any state or any similar statute as enacted in any jurisdiction. The Buyer will pay any and all recording, filing or other fees relating to the conveyance or transfer of the Transferred Assets to the Buyer.
Transfer Taxes; Recording Fees. All transfer, documentary, sales, use, valued-added, gross receipts, stamp, registration or other similar transfer Taxes (collectively, “Transfer Taxes”) incurred in connection with the transfer and sale of the Purchased Assets as contemplated by the terms of this Agreement will be paid fifty percent (50%) by the Purchaser and fifty percent (50%) by the Seller. The Seller shall, at its own expense, file any necessary Tax returns relating to Transfer Taxes and other documentation with respect to any Transfer Taxes. The Purchaser shall provide the Seller with such cooperation and supporting documentation as the Seller may reasonably request in connection with the preparation, execution and filing of such Tax returns. The Parties hereto agree to reasonably cooperate with each other to claim any applicable exemption from, or reduction of, any applicable Transfer Taxes. All recording fees incurred by Purchaser to record Purchaser’s ownership of the Purchased Assets shall be borne by the Purchaser.
Transfer Taxes; Recording Fees. Interativa shall pay any stamp duty, transfer taxes, sales taxes, recording taxes or fees or similar governmental charges or
Transfer Taxes; Recording Fees. The Buyers and the Sellers acknowledge and agree that the Purchase Price does not include any vehicle transfer fees or taxes, sales, use or transfer Taxes imposed as a result of the consummation of the transactions contemplated by this Agreement, and any such transfer fees and Taxes shall be paid by the Sellers, and if not paid by the Sellers, or deducted for payment at Closing, may be paid by the Buyer from the Retained Portion of the Purchase Price. The Sellers shall be responsible for all recording, filing or other fees relating to the conveyance or transfer of the Transferred Assets from each of the Sellers to the Buyers and to the extent that they are not paid by the Sellers, the Buyers may deduct the same from the Retained Portion of the Purchase Price.
