Common use of Certain Tax Considerations Clause in Contracts

Certain Tax Considerations. (a) All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with the sale of the Acquired Assets (including any real property transfer Tax and any similar Tax) shall be borne and paid by Buyer, when due, and Buyer will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges. (b) Buyer shall take all actions required to comply with all bulk sales laws which may be applicable to the transactions contemplated herein, including, without limitation, the timely filing of any required Tax Returns. (c) For the avoidance of doubt, except as otherwise set forth in this Section 5.09, ESC shall be responsible for the filing of all Tax Returns and the payment of all Taxes (whether or not shown on such returns) with respect to ESC, the Acquired Assets and the Business for all periods up to and including the Closing Date and all such Taxes shall be Excluded Liabilities.

Certain Tax Considerations. (a) All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with the sale of the Acquired Assets (including any real property transfer Tax and any similar Tax) shall be borne and paid by Buyer, when due, and Buyer will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges. (b) Buyer shall take all actions required to comply with all bulk sales laws laws, which may be applicable to the transactions contemplated herein, including, without limitation, the timely filing of any required Tax Returns. (c) For the avoidance of doubt, except as otherwise set forth in this Section 5.094.10, ESC NN shall be responsible for the filing of all Tax Returns and the payment of all Taxes (whether or not shown on such returns) with respect to ESCNN, the Acquired Assets and the Business for all periods up to and including the Closing Date and all such Taxes shall be Excluded Liabilities.

Certain Tax Considerations. (a) All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with the sale of the Acquired Assets (including any real property transfer Tax and any similar Tax) shall be borne and paid by Buyer, when due, and Buyer will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges. (b) Buyer shall take all actions required to comply with all bulk sales laws laws, which may be applicable to the transactions contemplated herein, including, without limitation, the timely filing of any required Tax Returns. (c) For the avoidance of doubt, except as otherwise set forth in this Section 5.09, ESC PTI shall be responsible for the filing of all Tax Returns and the payment of all Taxes (whether or not shown on such returns) with respect to ESCPTI, the Acquired Assets and the Business for all periods up to and including the Closing Date and all such Taxes shall be Excluded Liabilities.

Certain Tax Considerations. (a) All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with the sale of the Acquired Assets (including any real property transfer Tax and any similar Tax) shall be borne and paid by Buyer, when due, and Buyer will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges. (b) Buyer shall take all actions required to comply with all bulk sales laws laws, which may be applicable to the transactions contemplated herein, including, without limitation, the timely filing of any required Tax Returns. (c) For the avoidance of doubt, except as otherwise set forth in this Section 5.094.10, ESC ISM shall be responsible for the filing of all Tax Returns and the payment of all Taxes (whether or not shown on such returns) with respect to ESCISM, the Acquired Assets and the Business for all periods up to and including the Closing Date and all such Taxes shall be Excluded Liabilities.