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.
(b) The Buyer shall pay any and all recording, filing, or other fees relating to the conveyance or transfer of the Business Assets from the Seller to the Buyer.
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. 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.
(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. 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 Seller 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 Seller 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 Seller to the Buyer. The Buyer shall deliver to the Seller 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 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. 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. (a) Notwithstanding any provision of law imposing the burden of Transfer Taxes (as hereinafter defined) on the Seller or the Buyer, as the case may be, any sales, use and other transfer Taxes imposed in connection with the consummation of the transactions contemplated by this Agreement (collectively, "Transfer Taxes") shall be borne equally by the Buyer and the Seller. The Seller and the Buyer agree to cooperate in good faith with each other, and to use their commercially reasonable efforts, to minimize Transfer Taxes. Without limiting the generality of the preceding sentence, (i) the appropriate party hereto shall promptly and properly complete, execute and deliver to the other party resale, exemption and/or similar certificates or other documentation necessary or appropriate under any applicable law to claim and/or evidence that all or any portion of the sale or transfer of the Transferred Assets under this Agreement is exempt from or otherwise not subject to Transfer Taxes imposed under such applicable law and (ii) each of the parties hereto shall consult and cooperate in good faith with each other on a timely basis in order to effectively handle and contest any audit, examination, investigation or administrative, court or other proceeding relating to Transfer Taxes.
(b) 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.
(c) The Buyer shall deliver to the Seller on the Closing Date a certificate certifying that the Inventories are being purchased for resale to the extent stated therein.
(d) If a party hereto shall fail to pay on a timely basis any amount for which such party is responsible under this SECTION 1.8, the other party may pay such amount to the appropriate Governmental Entity or Governmental Entities or other appropriate third party or parties, and the party responsible for payment of such amount shall promptly reimburse the other party for such amount so paid.
(e) The respective rights and obligations of the parties hereto under this Section 1.8 shall survive the Closing without limitation.
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.
(b) 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.
(c) The Buyer shall deliver to the Seller on the Closing Date a certificate certifying that the Inventories are being purchased for resale to the extent stated therein.
