Common use of Payment of All Taxes Clause in Contracts

Payment of All Taxes. The Seller has paid, or will pay as they become due, all sales, excise, use, income or other taxes or similar charges due and payable or to become due and payable by Seller for all periods prior to Closing, the non-payment of which may subject Purchaser to liability, jointly or severally, in whole or in part for such amounts. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be responsible and liable for all taxes relating to the Assets or their use on or before the Closing and Purchaser shall be responsible and liable for all taxes relating to the Assets and their use after Closing. After the Closing, each party shall cooperate with the other in dealing with any taxing authority with respect to the business conducted and the Assets. Purchaser may, at its sole discretion if Seller has failed to pay such taxes or charges within 10 days of Seller's receipt of written notice, pay said taxes or charges and (i) give prompt notice to Seller for reimbursement, such reimbursement to be made within three (3) business days; or (ii) pay such taxes or charges and deduct same as a credit against the balance of the purchase price or any other consideration due to Seller. Buyer shall not pay any such taxes which are the subject of dispute between Seller and the applicable taxing authority provided Seller gives Buyer written notice of such dispute and provided that such non-payment does not disrupt or interfere with Buyer's continued use or revenues from the purchased assets. This provision does not relieve Seller from its obligation to pay such charges or taxes if Purchaser does not avail itself of the foregoing remedies.

Payment of All Taxes. The Seller has paid, or will pay as they become duepay, on or prior to the Closing Date, all sales, excise, use, income or other taxes or similar charges due and payable or to become due and payable by Seller for all periods prior to Closing, the non-payment of which may subject Purchaser to liability, jointly or severally, in whole or in part for such amounts. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be responsible and liable for all taxes relating to the Assets or their use on or before the Closing and Purchaser shall be responsible and liable for all taxes relating to the Assets and their use after Closing. After the Closing, each party shall cooperate with the other in dealing with any taxing authority with respect to the business conducted and the Assets. Purchaser may, at its sole discretion if Seller has failed to pay such taxes or charges within 10 days of Seller's receipt of written notice, pay said taxes or charges and (i) give prompt notice to Seller for reimbursement, such reimbursement to be made within three (3) business days; or (ii) pay such taxes or charges and deduct same as a credit against the balance of the purchase price or any other consideration due to Seller. Buyer shall not pay any such taxes which are the subject of dispute between Seller and the applicable taxing authority provided Seller gives Buyer written notice of such dispute and provided that such non-payment does not disrupt or interfere with Buyer's continued use or revenues from the purchased assets. This provision does not relieve Seller from its obligation to pay such charges or taxes if Purchaser does not avail itself of the foregoing remedies.