Transfer Taxes; Value Added Taxes Sample Clauses

Transfer Taxes; Value Added Taxes. All Transfer Taxes applicable to the conveyance and transfer from Seller and Seller Subs to Purchaser of the Acquired Assets in an amount not exceeding $6,000,000 shall be equally shared by Seller and Purchaser; any of the foregoing in excess of $6,000,000 shall be borne by Seller. All Value Added Taxes applicable to the conveyance and transfer from Seller and Seller Subs to Purchaser of the Acquired Assets that shall not be recovered by Purchaser or the applicable Purchaser Buyer after Purchaser shall have used commercially reasonable best efforts to recover such Value Added Taxes ("Unrecovered Value Added Taxes") in an aggregate amount up to $2,000,000 shall be borne by Purchaser and all such Unrecovered Value Added Taxes in excess of $2,000,000 shall be shared equally by Seller and Purchaser. Seller shall cooperate with Purchaser in connection with Purchaser's efforts to recover any Value Added Taxes. Each Party shall use reasonable efforts to avail itself of any available exemptions from any such Transfer Taxes and Value Added Taxes, and to cooperate with the other parties in providing any information and documentation that may be necessary to obtain such exemptions.
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Transfer Taxes; Value Added Taxes. 113 SECTION 10.05. Purchaser Activity on Initial Closing Date...................................................113 SECTION 10.06. Purchaser Activity Post-Closing..........................113 SECTION 10.07. Tax Sharing Agreements...................................114 SECTION 10.08.

Related to Transfer Taxes; Value Added Taxes

  • Value added taxes The Rent and other amounts payable by LESSEE under this Lease are exclusive of any value added tax, turnover tax or similar tax or duty.

  • 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.

  • 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.

  • 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.

  • 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.

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

  • 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.

  • Expenses; Taxes Except as otherwise provided in this Agreement, the parties shall pay their own fees and expenses, including their own counsel fees, incurred in connection with this Agreement or any transaction contemplated hereby. Any sales tax, stamp duty, deed transfer or other tax (except taxes based on the income of the Investor) arising out of the issuance of the Shares (but not with respect to subsequent transfers) by the Issuer to the Investor and consummation of the transactions contemplated by this Agreement shall be paid by the Issuer.

  • 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.

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