Sales and Transfer Taxes definition

Sales and Transfer Taxes has the meaning specified in Section 6.4.
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Sales and Transfer Taxes has the meaning given in Clause 12.1;
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Sales and Transfer Taxes has the meaning set forth in Section 8.8(a).
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Examples of Sales and Transfer Taxes in a sentence

  • The Company and Conexant shall cooperate with each other in timely making all filings, returns, report and forms as may be required in connection with the payment of all Sales and Transfer Taxes, including but not limited to delivering all instruments and certificates as are necessary to minimize such Sales and Transfer Taxes and enable the other to timely comply with the filing of any Tax Return that relates to Sales and Transfer Taxes.

  • The Company and Parent shall cooperate with each other in timely making all filings, returns, report and forms as may be required in connection with the payment of all Sales and Transfer Taxes, including the delivery of all instruments and certificates as are necessary to minimize such Sales and Transfer Taxes and enable the other to timely comply with the filing of any Tax Return that relates to Sales and Transfer Taxes.

  • Tax Matters Section 9.1 Sales and Transfer Taxes 25 Section 9.2 FIRPTA Certificate 25 Section 9.3 Purchase Price Allocation 25 ARTICLE 10.

  • Buyer shall be liable for and shall pay at the time of Closing all federal, foreign and state sales taxes and all other sales taxes, duties, documentary stamps, transfer taxes, registration fees and charges or other like charges (the "Sales and Transfer Taxes") properly payable upon and in connection with the assignment and transfer of the Subject Assets by Seller and the Foreign Assets by the Foreign Subsidiaries to Buyer hereunder.

  • Notwithstanding anything to the contrary in this Agreement, the following provisions shall apply in respect of all transfer, documentary, sales, stamp and other similar Taxes, and all conveyance and registration fees, recording charges and other similar fees and charges (other than Taxes imposed on net income howsoever denominated) imposed upon or resulting from the sale and transfer of the Shares to Buyer pursuant to applicable Laws of Denmark or Jamaica ("Sales and Transfer Taxes").

  • Seller and Buyer shall cooperate in timely preparing and making all filings, returns and reports as may be required to comply with applicable Law in connection with the payment of the Sales and Transfer Taxes.

  • The Purchaser and the Seller shall cooperate in timely preparing and making all filings, returns, reports and forms as may be required to comply with the provisions of Applicable Law in connection with the payment of the Sales and Transfer Taxes, and the Purchaser and the Seller shall cooperate in good faith to minimize the amount of any Sales and Transfer Taxes payable in connection with the sale and transfer of the Shares.

  • Sellers and Buyer shall cooperate with each other in timely manner with respect to preparing and making all filings, returns and reports as may be required to comply with applicable law in connection with the payment of the Sales and Transfer Taxes.

  • Subject to Section 6.2, Seller will prepare and file all necessary Tax Returns and other documentation with respect to all Sales and Transfer Taxes.

  • Conexant shall be responsible for, and shall pay and reimburse the Company, and/or its Affiliates, as applicable, for, any sales taxes, use taxes, transfer taxes, documentary charges, recording fees, stamp taxes or similar taxes, charges, fees or expenses (collectively "Sales and Transfer Taxes") that may become payable in connection with the contribution of the Contributed Assets, assumption of the Assumed Liabilities, and issuance of the Membership Interests as contemplated hereby.


More Definitions of Sales and Transfer Taxes

Sales and Transfer Taxes shall have the meaning ascribed to such term in Section 8.1 hereof.
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Sales and Transfer Taxes means all federal, state, local sales, use, value added, transfer (including real property transfer or gains), documentary, stamp, recordation, filing, excise and other similar Taxes, charges, fees and expenses (including any penalties, interest or additions thereto) imposed upon any Party to this Agreement in connection with the transactions contemplated by this Agreement.
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Related to Sales and Transfer Taxes

  • Transfer Taxes means any transfer, documentary, sales, use, stamp, registration and other similar Taxes and fees (including any penalties and interest) incurred in connection with the Transactions.

  • Transfer Tax means any sales, use, transfer, real property transfer, recording, stock transfer and other similar Tax and fees, including any interest, penalty or addition thereto, whether disputed or not; provided, however, that the term “Transfer Tax” shall not include any Income Tax.

  • Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cash-outs or other compensatory payments in connection with the Transactions.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Sales Taxes means any sales, use, consumption, goods and services, value added or similar tax, duty or charge imposed pursuant to Applicable Law.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Conveyance Taxes means all sales, use, value added, transfer, stamp, stock transfer, real property transfer or gains and similar Taxes.

  • Connection Income Taxes means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

  • Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

  • Gross receipts tax means any gross receipts, sales, use, excise, value added or any similar tax.

  • Payroll Taxes means State Unemployment Insurance (SUI), Federal Unemployment Insurance (FUI), and payments pursuant to the Federal Insurance Contributions Act (FICA).

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

  • New Taxes means (i) any Taxes enacted and effective after the Effective Date, including, without limitation, that portion of any Taxes or New Taxes that constitutes an increase, or (ii) any law, order, rule or regulation, or interpretation thereof, enacted and effective after the Effective Date resulting in the application of any Taxes to a new or different class of parties.

  • All applicable Federal, State, and local taxes and duties means all taxes and duties, in effect on the contract date, that the taxing authority is imposing and collecting on the transactions or property covered by this contract.

  • Local taxes means all taxes levied other than taxes levied for school operating purposes.

  • Distribution Taxes means any Taxes incurred solely as a result of the failure of the Intended Tax Treatment of the Restructuring, the Contribution or the Distribution.

  • Tax or Taxes means any federal, state, provincial, local, foreign or other tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, estimated tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, withholding tax or payroll tax), and any related fine, penalty or interest, imposed, assessed or collected by or under the authority of any governmental body, whether disputed or not.

  • Assumed State and Local Tax Rate means the tax rate equal to the sum of the products of (x) the Corporation’s income tax apportionment factor for each state and local jurisdiction in which the Corporation files income or franchise tax returns for the relevant Taxable Year and (y) the highest corporate income and franchise tax rate in effect for such Taxable Year for each such state and local jurisdiction in which the Corporation files income tax returns for each relevant Taxable Year.

  • Foreign taxes means value-added taxes and custom duties assessed by a foreign government on a commodity. It does not include foreign sales taxes.

  • Non-Income Taxes means any Taxes other than Income Taxes.

  • Volumetric Production Payments means production payment obligations recorded as deferred revenue in accordance with GAAP, together with all undertakings and obligations in connection therewith.

  • Additional Taxes means taxes, duties or other governmental charges imposed on the Trust as a result of a Tax Event (which, for the sake of clarity, does not include amounts required to be deducted or withheld by the Trust from payments made by the Trust to or for the benefit of the Holder of, or any Person that acquires a beneficial interest in, the Securities).