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

Payment of Sales, Use or Similar Taxes. (a) Purchaser shall be responsible for (and shall indemnify and hold harmless Seller against) any sales taxes applicable to the Purchased Assets and for all other applicable sales, use, stamp, documentary, filing, recording, transfer or similar fees or taxes or governmental charges (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 measured by or with respect to income imposed on Seller or its Affiliates). Seller shall file all necessary documents (including all Tax Returns) with respect to all such amounts in a timely manner. (b) For purposes of clause (a) 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 property taxes, such Taxes shall be allocated to periods before, on and after the Closing Date on a per diem basis and (ii) in the case of Taxes based on net or gross 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. With respect to Taxes described in this Section 7.1(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 2.4(a) and such payment includes the other party's share of such Taxes, such other party shall promptly reimburse the remitting party for its share of such Taxes.

Payment of Sales, Use or Similar Taxes. (a) Purchaser and Seller shall each be responsible for (and shall indemnify and hold harmless Seller 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 and for all other applicable sales, use, stamp, documentary, filing, recording, transfer or similar fees or taxes or governmental charges (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). Seller shall The party required by applicable Law to 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 clause (aSections 2.3(f) of the definition of Excluded Liabilitiesand 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 taxesTaxes, personal property Taxes and similar ad valorem Taxes, such Taxes shall be allocated to periods before, on 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, or transactional taxes such as sales taxes, income 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. With respect to . (c) Taxes described in this Section 7.1(b)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 Seller other party shall prepare and timely file all Tax Returns required to be filed by it on or prior to the Closing Date with respect to make such Taxes and Purchaser shall prepare and timely file all Tax Returns required to be filed by it reimbursement promptly, but in no event later than thirty days after the Closing Date presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with respect such supporting evidence as is reasonably necessary to such Taxescalculate the amount of reimbursement. If one party remits to the appropriate taxing authority Any payment for Taxes which are subject to allocation required under this Section 7.1(b) or are Excluded Liabilities under Section 2.4(a11.1(c) and such payment includes not made when due shall bear interest at the other party's share rate of such Taxes, such other party shall promptly reimburse the remitting party for its share of such Taxesten percent per annum.

Payment of Sales, Use or Similar Taxes. (a) Purchaser shall be responsible for (and shall indemnify and hold harmless Seller Sellers against) any sales taxes applicable to the Purchased Assets and for all other applicable sales, use, stamp, documentary, filing, recording, transfer or similar fees or taxes or governmental charges (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 measured by or with respect to income imposed on Seller Sellers or its their Affiliates). Seller Sellers shall file all necessary documents (including all Tax Returns) with respect to all such amounts in a timely manner. (b) For purposes of clause (a) of All real property taxes, personal property taxes, or ad valorem obligations and similar recurring Taxes and fees on the definition of Excluded Liabilities, in 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 to the periods before responsible for and after the Closing Date as follows: (i) in the case of Taxes such as property taxes, shall pay all such Taxes shall be allocated to periods before, on and after the Closing Date on a per diem basis and (ii) in the case of Taxes based on net or gross 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 fees on the assumption that the taxable Purchased Assets accruing solely during any period ended on or after the Closing Date. With respect to Taxes described in this Section 7.1(b12.1(b), the Seller Sellers shall prepare and timely file all Tax Returns required to be filed by it on or prior to due before the Closing Date with respect to such Taxes and Purchaser shall prepare and timely file all Tax Returns required to be filed by it due on or after the Closing Date with respect to such Taxes. If one party remits to the appropriate taxing authority payment for Taxes Taxes, which are subject to allocation proration under this Section 7.1(b) or are Excluded Liabilities under Section 2.4(a12.1(b) and such payment includes the other party's ’s share of such Taxes, such other party shall promptly reimburse the remitting party for its share of such Taxes.