Allocation of Transfer Taxes. (a) Notwithstanding anything in this Agreement to the contrary, all Transfer Taxes shall be allocated to J&J, except to the extent recoverable by Kenvue using commercially reasonable efforts; provided, that such Transfer Taxes shall be allocated to Kenvue to the extent arising out of an action or omission by any member of the Kenvue Group after the Separation Date that would reasonably be expected to result in the incurrence of Transfer Taxes that were otherwise not expected to be incurred.
(b) J&J and Kenvue shall, and shall cause their respective Affiliates to, reasonably cooperate to timely prepare and file any Tax Returns or other filings relating to Transfer Taxes, including any available claim for exemption or exclusion from the application or imposition of any Transfer Taxes.
Allocation of Transfer Taxes. (a) Notwithstanding anything in this Agreement to the contrary, all Transfer Taxes shall be allocated to Select; provided, that such Transfer Taxes shall be allocated to Concentra to the extent arising out of an action or omission by any member of the Concentra Consolidated Group after the Distribution Date that would reasonably be expected to result in the incurrence of Transfer Taxes that were otherwise not expected to be incurred.
(b) Select and Concentra shall, and shall cause their respective Affiliates to, reasonably cooperate to timely prepare and file any Tax Returns or other filings relating to Transfer Taxes, including any available claim for exemption or exclusion from the application or imposition of any Transfer Taxes.
Allocation of Transfer Taxes. Neurotrope and SpinCo each shall be responsible for any Transfer Taxes incurred by the Neurotrope Tax Group and SpinCo, respectively, as a result of the Distribution. If, under applicable Law, both Parties or neither Party are liable for Transfer Taxes, then Neurotrope and SpinCo shall be equally responsible for such Transfer Taxes.
Allocation of Transfer Taxes. TWX and Time each shall be responsible for any Transfer Taxes incurred by the TWX Tax Group and the Time Tax Group, respectively, as a result of the Transactions. If, under applicable Law, both parties or neither party to a transfer are liable for Transfer Taxes (such as stamp duties imposed by Taxing Authorities in the United Kingdom) resulting from such transfer, then TWX and Time shall be equally responsible for such Transfer Taxes.
Allocation of Transfer Taxes. (a) All Transfer Taxes incurred as a result of the Spin-Off for which any member of the Parent Tax Group is primarily or in the first instance responsible under applicable Law shall be allocated to Parent and all such Transfer Taxes for which any member of the Spinco Tax Group is primarily or in the first instance responsible under applicable Law shall be allocated to Spinco.
(b) Notwithstanding clause (a) of this Section, if a Transfer Tax would be allocated under clause (a) of this Section to neither Parent nor Spinco or to both Parent and Spinco, then 50% of such Transfer Tax shall be allocated to Parent and 50% of such Transfer Tax shall be allocated to Spinco.
Allocation of Transfer Taxes. Purchaser and Seller will agree to the allocation of the transfer taxes incurred in connection with the transactions contemplated herein within 30 days following the execution of this Agreement.
Allocation of Transfer Taxes. B&N and BNED shall each pay 50% of all Transfer Taxes; provided, that if applicable Law imposes any Transfer Taxes solely on one or more members of the B&N Tax Group, B&N shall pay 100% of such Transfer Taxes, and if applicable Law imposes any Transfer Taxes solely on one or more members of the BNED Tax Group, BNED shall pay 100% of such Transfer Taxes.
Allocation of Transfer Taxes. GRC and FGC shall each pay 50% of all Transfer Taxes; provided, that if applicable law imposes any Transfer Taxes solely on one or more members of the GRC Tax Group, GRC shall pay 100% of such Transfer Taxes, and if applicable law imposes any Transfer Taxes solely on one or more members of the FGC Tax Group, FGC shall pay 100% of such Transfer Taxes.
Allocation of Transfer Taxes. Transfer Taxes that are value-added Taxes: (a) of the Alcon Group shall be allocated to Alcon and (b) of the Novartis Group shall be allocated to Novartis. All Transfer Taxes other than value-added Taxes shall be allocated to Novartis.
Allocation of Transfer Taxes. In accordance with the NOAG Asset Transfer and Contribution Agreement Alcon Pharmaceuticals Ltd. and NOAG will initiate and pursue in respect of the transfer of assets the mandatory notification procedure (“Meldeverfahren”) as foreseen in article 38 VATA. At closing, Alcon Pharmaceuticals Ltd. is registered in the UID register under the number CHE-116.268.023 MWST and NOAG under the number CHE-158.079.611 MWST. To that respect and in accordance with the NOAG Asset Transfer and Contribution Agreement, Alcon Pharmaceuticals Ltd. and NOAG will cooperate with each other and, within the applicable legal deadlines, notify the SFTA of the transfer of assets, and undertake in a timely manner all steps required by Swiss law in connection with such notification procedure (including the timely filing of the signed form 764). Alcon Pharmaceuticals Ltd. shall provide all information and documentation to NOAG which is necessary to evidence the previous input VAT deductions and use of goods or services received within 20 days after Closing. By application of the notification procedure, no specific indication of any VAT being due (e.
