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. 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. Seller shall pay Transfer Taxes arising out of or in connection with the transactions effected pursuant to this Agreement, and shall indemnify, defend, and hold harmless Purchaser and Purchaser’s Affiliates including, following the Closing, the Company with respect to such Transfer Taxes. Seller and Purchaser shall cooperate to ensure that all necessary documentation and Returns are filed with respect to any such Transfer Taxes.
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. 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. The 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, MTC and its Subsidiaries, with respect to such Transfer Taxes. The Sellers shall file all necessary documentation and Tax Returns with respect to such Transfer Taxes. Buyer shall provide, and following the Closing shall cause MTC and its Subsidiaries to provide, such cooperation as may be reasonably requested by Sellers in connection with the preparation, execution and filing of such Tax Returns. Sellers and Buyer shall, at least ten (10) days prior to the Closing, reasonably allocate the purchase price among the assets to the extent required or desirable to complete any necessary Transfer Tax Returns or reports and to compute the amount of any Transfer Taxes and shall cooperate in the preparation, execution and filing 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, and shall indemnify, defend, and hold harmless Buyer, Buyer’s Affiliates including, following the Closing, the Target 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) 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 shall be borne by Sellers, (ii) Purchasers shall bear any excess Transfer Taxes imposed as a result of the election provided for in Section 6.20(b) over what would have been imposed had the interests in Zeuna Starker Srl been acquired rather than the interests in Italian newco, (iii) 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, (iv) 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, (v) any Transfer taxes associated with any securitization by ArvinMeritor Emissions Technologies GmbH in connection with Purchaser’s acquisition financing shall be borne by Purchasers. Seller shall indemnify and hold harmless Purchasers, the Business Subsidiaries and their Affiliates from Transfer Taxes for which Sellers are responsible under this Section 12.07. Purchaser shall indemnify and hold harmless Sellers and their Affiliates from Transfer taxes for which Purchasers are responsible under this Section 12.07. Sellers shall prepare and file all necessary documentation and Tax Returns with respect to Transfer Taxes described in this Section 12.07 other than Transfer Taxes for which Purchasers are wholly responsible. The Purchasers shall provide, and shall cause the Business Subsidiaries to provide, such cooperation as may be reasonably requested by the Sellers in connection with the preparation and filing of such documentation and Tax Returns. Purchasers shall
1- NY/2171027.1 61 prepare and file all necessary documentation and Tax Return...
Payment of Transfer Taxes and Fees. Buyer 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 Seller, Seller’s Affiliates with respect to such Transfer Taxes. Buyer shall file all necessary documentation and Tax Returns with respect to such Transfer Taxes.
