Transfer Taxes; Recording Fees Sample Clauses
The 'Transfer Taxes; Recording Fees' clause defines which party is responsible for paying taxes and fees associated with the transfer and official recording of property ownership. Typically, this clause specifies whether the buyer or seller will cover costs such as state or local transfer taxes, deed recording fees, and similar charges incurred during the transaction. By clearly allocating these financial obligations, the clause helps prevent disputes and ensures both parties understand their respective responsibilities at closing.
Transfer Taxes; Recording Fees. 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. 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. The Buyer shall pay any and all recording, filing or other fees relating to the conveyance or transfer of the Transferred Assets from the Seller to the Buyer.
Transfer Taxes; Recording Fees. The Buyer and Seller shall share equally any and all sales, use, transfer of 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. 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 and the Shareholder hereby 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 shall pay any and all recording, filing or other fees relating to the conveyance or transfer of the Transferred Assets from the Seller to the Buyer.
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. (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.
(b) Purchaser shall pay any and all recording, filing or other fees relating to the conveyance or transfer of (i) the Stock from Seller and LP to Purchaser, or (ii) the Assets from Seller to Holdings.
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. At the Closing, Seller shall pay the New York State Real Property Transfer tax due in accordance with Article 31 of the New York Tax Law and any other transfer tax payable by reason of the delivery of the Deed and other closing documents. Buyer and Seller shall complete and sign form TP-584 and such other tax returns and forms required to enable the Deed and other closing documents to be recorded. Buyer shall cause such checks and tax returns to be delivered to the appropriate recording officers promptly after the Closing. Buyer shall also pay the fees to record the Deed and other documents, if any, to be recorded in connection with the transaction other than for recording/filing fees for discharge of a mortgage, filing form TP 584 or other matters for which the Seller is responsible. The provisions of this paragraph shall survive the Closing.
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. Notwithstanding, Section 2.4(b)(x), Seller and Buyer share the burden equally of 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. (a) The Buyer and the Seller acknowledge and agree that the Purchase Price includes any and all sales, use, transfer or other similar Taxes imposed as a result of the consummation of the transactions contemplated by this Agreement. 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 imposed as a result of the consummation of the transactions contemplated by this Agreement.
(b) The Seller shall pay any and all recording, filing or other fees relating to the conveyance or transfer of the Transferred Assets from the Seller to the Buyer.