Transferee Liability. In the event that any liability is asserted against the Trustee as recipient of the property transferred to the Trustee hereunder, on account of any claimed liability of or through CRC, the Trustee may use such part of the Trust Estate as may be reasonable for contesting any such liability and in payment thereof, including reasonable attorney's fees incurred in connection therewith.
Transferee Liability. In the event that any liability is asserted against the Trustees as recipients of the property transferred to the Trustees hereunder, on account of any claimed liability of or through the Company, the Trustees may use such part of the Trust Corpus as may be reasonable for contesting any such liability and in payment thereof, including reasonable attorneys' fees incurred in connection therewith.
Transferee Liability. Prior to the Closing Date, Sellers agree to notify the appropriate state taxing authority of the transfers contemplated hereunder and obtain a certificate from such authority showing that all tax, penalty and interest assessed against or due from Sellers has been paid, or a clearance certificate from such authority showing that no tax, penalty or interest has been assessed against and is due and unpaid from Sellers.
Transferee Liability. (a) Subject to the further provisions of this Section 6, any assignee or transferee (in either case, a "TRANSFEREE") of all or any portion of the Phase I Land and/or any buildings or other improvements thereon, the Mall I Space and/or any buildings or other improvements thereon, or the SECC Land and/or any buildings or other improvements thereon, including, without limitation, any transferee by way of a foreclosure sale or deed-in-lieu of foreclosure, shall be deemed to have assumed the obligations and liabilities hereunder of the Party from whom such Transferee received its interest in such portion of the Phase I Land, Mall I Space or the SECC Land or such buildings or other improvements (to the extent such obligations or liabilities relate to such portion); provided that, without limiting the foregoing, within five (5) Business Days of written request therefor by the non-transferring Party hereto, the Transferee shall execute a writing, in form and substance reasonably satisfactory to such Transferee and to such non-transferring Party, confirming such assumption. In the event of such a transfer or assignment, the transferring Party (the "TRANSFEROR") shall be released from any obligations arising after the effective date of the transfer or assignment (but not any obligations of the Transferor that are outstanding under this Agreement as of the effective date of the transfer or assignment, and the Transferor and the Transferee shall be jointly and severally liable with respect to such obligations). Each Transferor shall give the other Party hereto at least five (5) Business Days' prior written notice of the transfer or assignment in question and shall furnish a fully-executed copy of the instrument of transfer or assignment, within five (5) Business Days of execution thereof, to the other Party hereto.
(b) Notwithstanding the foregoing, in the event of a transfer to any Mortgagee (or its designee) resulting from (i) judicial or nonjudicial foreclosure of the Mortgage held by such Mortgagee or (ii) the grant of a deed-in-lieu of such foreclosure, then, in either event, (x) the Transferor shall be released from any obligations arising after the effective date of the transfer; provided, however that the Transferor shall not be released from any obligations which remain outstanding on the date of such transfer and (y) such Mortgagee (or its designee) shall not be liable for any non-monetary defaults of the Transferor arising under this Agreement prior to the ...
Transferee Liability. The parties hereto acknowledge and agree -------------------- that:
(a) all consent fees, sales tax and assignment or transfer fees, and other fees and charges and taxes payable in connection with the transactions contemplated hereby, if any, shall be paid by Purchaser; and
(b) all Federal and state income taxes, if any, incurred by Purchaser or Seller shall be borne by the party incurring such taxes.
Transferee Liability. (i) Prior to the third anniversary of the date of this Agreement, the PPB Sub agrees that it shall not sell, convey or otherwise transfer any material assets to a third party, in a single transaction or series of related transactions, if, at the time of such transaction(s) (or pro forma, after giving effect to such transaction(s)), the PPB Sub has Deficient Net Consolidated Assets (as defined below), unless, at least fifteen (15) business days prior to the closing of such transaction(s), (A) each transferee of such Assets delivers to the Purchaser a valid guaranty (in form and substance reasonably satisfactory to the Purchaser), executed by a duly authorized officer of such transferee, unconditionally (1) guaranteeing the Liabilities of the PPB Sub under this Agreement and (2) agreeing to cause any affiliate of such transferee to which such transferee sells, conveys or otherwise transfers any material assets to deliver a comparable guaranty as a condition precedent to such transaction; provided that (1) the PPB Sub shall remain bound in all respects by the terms of this Agreement, (2) the maximum liability that any such transferee will have under this Agreement shall be equal to the value of the assets acquired from the PPB Sub as of the date of such acquisition and (3) the guaranty delivered to the Purchaser shall set forth the applicable transferee's best estimate of the value of such assets and (B) the PPB Sub delivers to the Purchaser a written certification, duly executed by the chief financial officer of the PPB Sub, as to the PPB Sub's best estimate of the value of such assets.
(ii) For the purpose of this Section 3(g), (A) the value of assets transferred to any transferee shall equal the sum of (1) the amount of any cash paid for such assets and (2) the value of any non-cash consideration, as reasonably determined by the chief financial officer of the PPB Sub; provided, however, that the Purchaser shall be entitled to determine in its reasonable judgment the value of such assets if the transfer is not made at arms' length or the Purchaser otherwise reasonably determines that the value otherwise determined in accordance with this sentence is incorrect in any material respect, and (B) the PPB Sub shall be deemed to have "Deficient Net Consolidated Assets" if it has tangible assets (exclusive of goodwill), net of all liabilities ("Net Assets"), equal to less than fifty percent (50%) of the Net Assets of the PPB Sub as of the Acceptance Date, based on ...
Transferee Liability. The parties hereto acknowledge and agree that:
(a) all other consent fees, sales tax and assignment or transfer fees, and other fees and charges and taxes payable in connection with the transactions contemplated hereby, if any, shall be paid by the Buyer provided that if the aggregate of the fees and other charges required in order to assign the Exhibit A Contracts and the Exhibit B Contracts exceed $15,000, Buyer may, at its option, treat such agreements (as cause the aggregate of such fees and other charges to exceed $15,000) as non-assignable and such agreements shall be accorded the treatment set forth in Section 1.3 above; and
(b) all Federal and state income taxes, if any, incurred by Buyer or Seller shall be borne by the party incurring such taxes. In the event that Seller pays any fees, charges or taxes which it is not required to pay hereunder, Buyer agrees to reimburse Seller immediately in the amount of such fees, charges or taxes paid by Seller. In the event that Buyer pays any fees, charges or taxes which it is not required to pay hereunder, Seller agrees to reimburse Buyer immediately in the amount of such fees, charges or taxes paid by Buyer.
Transferee Liability. To Seller’s Knowledge, no state of facts exists or has existed that would constitute grounds for the assessment against Buyer, whether by reason of transferee liability or otherwise, of any Liability for any Tax of any nature owed by Seller, including without limitation any wine or liquor taxes or sales taxes.
Transferee Liability. The parties hereto agree that Purchaser will not, by virtue of the transactions contemplated by this Agreement, assume any liabilities or obligations of Seller or incur any transferee liability whatsoever., Accordingly, Seller agrees to indemnify, protect and hold harmless Purchaser from and against any and all transferee liability arising out of the transactions contemplated herein that may hereafter be claimed by the Internal Revenue Service, Georgia Department of Revenue, any other state, county or local government authority or agency or any creditor of Seller as of the Closing Date.
Transferee Liability. The parties hereto acknowledge and agree that:
(a) all consent fees, sales, use, excise, transfer, value added and similar taxes and assignment or transfer fees, and other fees and charges and taxes payable in connection with the transactions contemplated hereby, if any, shall be paid by Seller or Shareholder; provided, however, that any sales tax liability related to the transactions contemplated herein shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by Seller and Shareholder;
(b) all Federal and state income taxes, if any, incurred by Purchaser, Seller or Shareholder shall be borne by the party incurring such taxes;
(c) in the event that Seller or Shareholder pays any fees, charges or taxes in connection with the transactions contemplated hereby which it is not required to pay hereunder (including without limitation, any broker fees, finder fees or other fees or expenses payable to The Winterberry Group), Purchaser agrees to reimburse Seller or Shareholder immediately in the amount of such fees, charges or taxes paid by Seller or Shareholder;
(d) in the event that Purchaser pays any fees, charges or taxes in connection with the transactions contemplated hereby which it is not required to pay hereunder (including, without limitation, any broker fees, finder fees or other fees or expenses payable to U.S. Bancorp Piper Jaffray Inc. or under the Equity Participation Plans (as descrixxx xx Xxxxxxle 3.9), Seller and Shareholder agree to reimburse Purchaser immediately in the amount of such fees, charges or taxes paid by Purchaser.
