Payment of Transfer Taxes and Fees. The Sellers shall pay all sales, use, transfer, stamp, documentary or similar Taxes imposed upon or arising out of or in connection with the transactions effected pursuant to this Agreement, and shall indemnify, defend, and hold harmless the Purchaser, the Company and their Affiliates with respect to such Taxes. The Sellers shall file all necessary documentation and Tax Returns with respect to such Taxes and provide to Purchaser copies of all such Tax Returns.
Payment of Transfer Taxes and Fees. Sellers shall pay all Transfer Taxes arising out of or in connection with the transactions effected pursuant to this Agreement, and shall indemnify, defend, and hold harmless Buyer, Buyer’s Affiliates including, following the Closing, the Acquired Company with respect to such Transfer Taxes. Sellers shall file all necessary documentation and Tax Returns with respect to such Transfer Taxes.
Payment of Transfer Taxes and Fees. The Seller and Purchaser shall each pay one-half of any Transfer Taxes arising out of or in connection with the transactions effected pursuant to this Agreement (other than Section 6.20 hereof, which Transfer Taxes shall be solely for the account of the Purchaser). The Seller shall file all necessary documentation and Tax Returns with respect to such Transfer Taxes and Purchaser shall provide such cooperation in connection with the preparation and filing of such documentation and Tax Returns as may be reasonably requested by the Seller.
Payment of Transfer Taxes and Fees. Progress Fuels shall pay all Transfer Taxes arising out of the transactions effected pursuant to this Agreement or contemplated by Sections 7.2(n) and 7.2(o), and shall indemnify, defend, and hold harmless Holdings, and Holdings’ Affiliates including, following the Closing, the Companies and the Subsidiaries with respect to such Transfer Taxes. Progress Fuels shall file all necessary documentation and Tax Returns with respect to such Transfer Taxes. All Transfer Taxes arising out of the borrowings to fund the Merger Consideration that are arranged by Holdings or its Affiliates, and the use of those borrowed funds to fund the Merger Consideration, shall be paid by Holdings.
Payment of Transfer Taxes and Fees. The Shareholders shall pay all non- U.S. Transfer Taxes arising out of or in connection with the transactions effected pursuant to this Agreement, and shall indemnify, defend, and hold harmless Buyer including, following the Closing, the Company with respect to such Transfer Taxes. The Shareholders shall file all necessary documentation and Tax Returns with respect to such Transfer Taxes and Buyer shall provide such cooperation in connection with the preparation and filing of such documentation and Tax Returns as may be reasonably requested by the Shareholders. The Buyer shall pay all U.S. Transfer Taxes arising out of or in connection with the transactions effected pursuant to this Agreement, and shall indemnify, defend, and hold harmless the Shareholders following the Closing, the Company with respect to such U.S. Transfer Taxes. The Buyer shall file all necessary documentation and Tax Returns with respect to such U.S. Transfer Taxes and the Shareholders shall provide such cooperation in connection with the preparation and filing of such documentation and Tax Returns as may be reasonably requested by the Shareholders.
Payment of Transfer Taxes and Fees. Each of Buyer and Seller shall bear its own Transfer Taxes arising out of or in connection with the transactions effected pursuant to this Agreement.
Payment of Transfer Taxes and Fees. The Seller and Purchaser shall each pay 50% of all sales, use, transfer, stamp, documentary or similar Taxes imposed upon the transactions effected pursuant to this Agreement. The Seller and Purchaser shall file all necessary documentation and Tax Returns with respect to such Taxes and provide to the other of them copies of all such Tax Returns.
Payment of Transfer Taxes and Fees. Sellers shall timely pay all Transfer Taxes arising out of or in connection with the transactions effected pursuant to this Agreement, and shall indemnify, defend, and hold harmless Buyer, Buyer’s Affiliates including, following the Closing, the Acquired Companies, with respect to such Transfer Taxes. Sellers shall timely file all necessary documentation and Tax Returns with respect to such Transfer Taxes.
Payment of Transfer Taxes and Fees. All Transfer Taxes arising out of or in connection with the consummation of the transactions provided for herein (including the exercise or closing with respect to the put or call option provided for herein with respect to the German Minority Interests and the potential transfer after the Closing to Purchaser or a designee of 104 Purchaser of the Joigny Property) shall, subject to potential reimbursement under Section 12.06(i), be borne 50% by Purchasers and 50% by Sellers; provided, however, that (i) any Transfer Taxes attributable to the Announced Restructuring Transactions, the property located in Augsburg, Germany known as Works I and II (the “Augsburg Property”), the transfer of the Joigny Property, if not made to Purchaser or a designee of Purchaser, transfers pursuant to Section 8.02 transfers pursuant to Section 8.08, Section 8.09 and transfers pursuant to the Cash Management Plan shall be borne by Sellers, (ii) Purchasers shall bear any excess Transfer Taxes imposed as a result of purchase of ArvinMeritor Emissions Technologies Kft prior to the purchase of ArvinMeritor Emissions GmbH over what would have been imposed if the interests in ArvinMeritor Emissions Technologies GmbH had been acquired while it still held ArvinMeritor Emissions Technologies Kft, (iii) except to the extent attributable to the Augsburg Property, if a second level of German real estate Transfer Tax is imposed on the transactions provided for herein as a result of the acquiror of the interests in ArvinMeritor Emissions Technologies GmbH not being an original signatory to this Agreement, then such second level of German real estate Transfer Tax shall be borne by Purchasers, and (iv) any Transfer Taxes associated with any securitization by ArvinMeritor Emissions Technologies GmbH in connection with Purchaser’s acquisition financing shall be borne by Purchasers. In order to validate the basis for computing transfer tax on the real property transferred in Spain, Seller and Purchaser will cooperate to procure an appraisal of the transferred realty within thirty days of closing and for a cost of approximately EUR 5,000 plus value added tax. Such appraisal fee and associated expenses will be treated in the same manner as transfer taxes pursuant to this Agreement and will be borne equally by Seller and Purchaser. Seller shall indemnify and hold harmless Purchasers, the Business Subsidiaries and their Affiliates from Transfer Taxes for which Sellers are responsible under this Section ...
Payment of Transfer Taxes and Fees. The Stockholders shall pay all Transfer Taxes arising out of or in connection with the transactions effected pursuant to this Agreement, and shall indemnify, defend and hold harmless the Purchaser and its Affiliates including, following the Closing, the Company with respect to such Transfer Taxes. The Stockholders shall file all necessary documentation and Tax Returns with respect to such Transfer Taxes and the Purchaser shall provide such cooperation in connection with the preparation and filing of such documentation and Tax Returns as may be reasonably requested by the Representative.
