Common use of Payment of Sales, Use or Similar Taxes Clause in Contracts

Payment of Sales, Use or Similar Taxes. (a) Purchaser and Seller shall each be responsible for (and shall indemnify and hold harmless the other party and its directors, officers, employees, Affiliates, agents, successors and permitted assigns against) fifty percent (50%) of any and all excise, value added, registration, stamp, recording, documentary, filing, conveyancing, transfer, sales and use taxes and any other similar fees or governmental charges applicable to the Purchased Assets in connection with the transactions contemplated by this Agreement (other than Taxes measured by or with respect to income imposed on Seller or its Affiliates). The party required by applicable Law to file necessary documents (including all Tax Returns) with respect to all such amounts shall file such documents in a timely manner, and the other party shall cooperate fully and provide any required information in connection with any such filing. Purchaser and Seller shall cooperate in good faith to minimize such amounts to the extent permitted by applicable law. (b) For purposes of Sections 2.3(f) and 2.4(e), in the case of a taxable period that includes the Closing Date, Taxes relating to the Purchased Assets shall be allocated to the periods before and after the Closing Date as follows: (i) in the case of Taxes such as real property Taxes, personal property Taxes and similar ad valorem Taxes, such Taxes shall be allocated to periods before and after the Closing Date on a per diem basis and (ii) in the case of Taxes based on net income or gross income the portion of such Taxes allocable to the period before the Closing Date shall be computed on the assumption that the taxable period ended on the Closing Date. (c) Taxes described in Section 11.1(a) or Section 11.1(b) shall be timely paid, and all applicable Tax Returns shall be filed, as provided by applicable Law. In the event that either Seller or Purchaser makes a payment of Taxes on behalf of the other party for which it is entitled to reimbursement, the other party shall make such reimbursement promptly, but in no event later than thirty days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 11.1(c) and not made when due shall bear interest at the rate of ten percent per annum.

Payment of Sales, Use or Similar Taxes. (a) Purchaser and Seller shall each be responsible for (and shall indemnify and hold harmless the other party and its directors, officers, employees, Affiliates, agents, successors and permitted assigns Seller against) fifty percent (50%) of any sales taxes applicable to the Purchased Assets and for all exciseother applicable sales, value added, registrationuse, stamp, recording, documentary, filing, conveyancingrecording, transfer, sales and use taxes and any other transfer or similar fees or taxes or governmental charges applicable to the Purchased Assets (including real property transfer gains taxes, UCC-3 filing fees, FAA, ICC, DOT, real estate and motor vehicle registration, title recording or filing fees and other amounts payable in respect of transfer filings) in connection with the transactions contemplated by this Agreement (other than Taxes taxes measured by or with respect to income imposed on Seller or its Affiliates). The party required by applicable Law to Seller shall file all necessary documents (including all Tax Returns) with respect to all such amounts shall file such documents in a timely manner, and the other party shall cooperate fully and provide any required information in connection with any such filing. Purchaser and Seller shall cooperate in good faith to minimize such amounts to the extent permitted by applicable law. (b) For purposes of Sections 2.3(fclause (a) and 2.4(e)of the definition of Excluded Liabilities, in the case of a taxable period that includes the Closing Date, Taxes relating to the Purchased Assets shall be allocated to the periods before and after the Closing Date as follows: (i) in the case of Taxes such as real property Taxes, personal property Taxes and similar ad valorem Taxestaxes, such Taxes shall be allocated to periods before before, on and after the Closing Date on a per diem basis and (ii) in the case of Taxes based on net income or gross income income, or transactional taxes such as sales taxes, the portion of such Taxes allocable to the period before and including the Closing Date shall be computed on the assumption that the taxable period ended on the Closing Date. (c) . With respect to Taxes described in this Section 11.1(a7.1(b), the Seller shall prepare and timely file all Tax Returns required to be filed by it on or prior to the Closing Date with respect to such Taxes and Purchaser shall prepare and timely file all Tax Returns required to be filed by it after the Closing Date with respect to such Taxes. If one party remits to the appropriate taxing authority payment for Taxes which are subject to allocation under this Section 7.1(b) or are Excluded Liabilities under Section 11.1(b2.4(a) shall be timely paid, and all applicable Tax Returns shall be filed, as provided by applicable Law. In the event that either Seller or Purchaser makes a such payment of Taxes on behalf of includes the other party for which it is entitled to reimbursementparty's share of such Taxes, the such other party shall make promptly reimburse the remitting party for its share of such reimbursement promptly, but in no event later than thirty days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 11.1(c) and not made when due shall bear interest at the rate of ten percent per annumTaxes.

Payment of Sales, Use or Similar Taxes. (a) Purchaser and Seller shall each be responsible for (and shall indemnify and hold harmless the other party and its directors, officers, employees, Affiliates, agents, successors and permitted assigns Sellers against) fifty percent (50%) of any sales taxes applicable to the Purchased Assets and for all exciseother applicable sales, value added, registrationuse, stamp, recording, documentary, filing, conveyancingrecording, transfer, sales and use taxes and any other transfer or similar fees or taxes or governmental charges applicable to the Purchased Assets (including motor vehicle registration, title recording or filing fees and other amounts payable in respect of transfer filings) in connection with the transactions contemplated by this Agreement (other than Taxes taxes measured by or with respect to income imposed on Seller Sellers or its their Affiliates). The party required by applicable Law to Sellers shall file all necessary documents (including all Tax Returns) with respect to all such amounts shall file such documents in a timely manner, and the other party shall cooperate fully and provide any required information in connection with any such filing. Purchaser and Seller shall cooperate in good faith to minimize such amounts to the extent permitted by applicable law. (b) For purposes of Sections 2.3(f) All real property taxes, personal property taxes, or ad valorem obligations and 2.4(e), in similar recurring Taxes and fees on the case of a Purchased Assets for taxable period that includes periods beginning before and ending after the Closing Date, shall be prorated between Purchaser, on the one hand, and Sellers, on the other hand, as of the Closing Date. Sellers shall be responsible for and shall pay all such Taxes relating to and fees on the Purchased Assets accruing solely during any period up to the Closing Date. Purchaser shall be allocated responsible for and shall pay all such Taxes and fees on the Purchased Assets accruing solely during any period on or after the Closing Date. With respect to Taxes described in this Section 12.1(b), Sellers shall timely file all Tax Returns due before the periods before Closing Date with respect to such Taxes and Purchaser shall prepare and timely file all Tax Returns due on or after the Closing Date as follows: (i) in with respect to such Taxes. If one party remits to the case of Taxes such as real property appropriate taxing authority payment for Taxes, personal property Taxes which are subject to proration under this Section 12.1(b) and similar ad valorem such payment includes the other party’s share of such Taxes, such Taxes shall be allocated to periods before and after the Closing Date on a per diem basis and (ii) in the case of Taxes based on net income or gross income the portion of such Taxes allocable to the period before the Closing Date shall be computed on the assumption that the taxable period ended on the Closing Date. (c) Taxes described in Section 11.1(a) or Section 11.1(b) shall be timely paid, and all applicable Tax Returns shall be filed, as provided by applicable Law. In the event that either Seller or Purchaser makes a payment of Taxes on behalf of the other party for which it is entitled to reimbursement, the other party shall make promptly reimburse the remitting party for its share of such reimbursement promptly, but in no event later than thirty days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 11.1(c) and not made when due shall bear interest at the rate of ten percent per annumTaxes.