Common use of Payment of Transfer Taxes and Tax Filings Clause in Contracts

Payment of Transfer Taxes and Tax Filings. All Transfer Taxes arising out of the transfer of the Assets and any Transfer Taxes required to effect any recording or filing with respect thereto shall be borne one-half by Buyer and one-half by Sellers. The Transfer Taxes shall be calculated assuming that no exemption from Transfer Taxes is available, unless otherwise indicated in the Bankruptcy Court Approval or, at Closing, Sellers or Buyer, as appropriate, provides an appropriate resale exemption certificate or other evidence acceptable to Buyer or Seller, as appropriate, of exemption from such Transfer Taxes. Sellers and Buyer shall cooperate to timely prepare and file any Tax Returns relating to such Transfer Taxes, including any claim for exemption or exclusion from the application or imposition of any Transfer Taxes. Sellers shall pay such Transfer Taxes and shall file all necessary documentation and returns with respect to such Transfer Taxes when due, and shall promptly, following the filing thereof, furnish a copy of such return or other filing and a copy of a receipt showing payment of any such Transfer Tax to Buyer. Notwithstanding the foregoing, the parties shall seek to include in the Bankruptcy Court Approval a provision that the sale, transfer, assignment and conveyance of the Acquired Assets to Buyer hereunder shall be entitled to the protections afforded under Section 1146(c) of the Bankruptcy Code. Each party hereto shall furnish or cause to be furnished to the other, upon request, as promptly as practicable, such information and assistance relating to the Assets and the Business as is reasonably necessary for filing of all Tax Returns, including any claim for exemption or exclusion from the application or imposition of any Taxes or making of any election related to Taxes, the preparation for any audit by any taxing authority and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return.

Payment of Transfer Taxes and Tax Filings. All (a) Each party shall request that the Bankruptcy Court rule that the transactions contemplated in this Master Agreement, and the Reciprocal Annex Agreements, are exempt from payment of Transfer Taxes. If the Bankruptcy Court denies such request, all Transfer Taxes arising out of the transfer of the Acquired Assets and any Transfer Taxes required to effect any recording or filing with respect thereto thereto, and any Transfer Taxes arising out of the actions described in Sections 2.1, 2.2 and 3.1 of the Asset Reconciliation Agreement and any Transfer Taxes required to effect any recording or filing with respect thereto, shall be borne one-half by Buyer ACC and one-half by SellersTelCove. The Transfer Taxes shall be calculated at Closing assuming that no exemption from Transfer Taxes is available, unless otherwise indicated except to the extent provided in the Bankruptcy Court Settlement Approval or, at Closing, Sellers Order or Buyer, as appropriate, provides to the extent that either party has provided an appropriate resale exemption certificate or other evidence acceptable to Buyer or Seller, as appropriate, the other party of exemption from Transfer Taxes. The calculation of Transfer Taxes described in the preceding sentence shall be based on returns or other filings relating to such Transfer Taxes, all of which shall be prepared and agreed to before the Closing. Sellers ACC and Buyer TelCove shall cooperate to timely prepare before filing and timely file any Tax Returns such returns or other filings relating to such Transfer Taxes, including any claim for exemption or exclusion from the application or imposition of any Transfer Taxes. Sellers shall pay such Transfer Taxes and shall file all necessary documentation and returns with respect to such Transfer Taxes when due, and shall promptly, following the filing thereof, furnish a copy of such return or other filing and a copy of a receipt showing payment of any such Transfer Tax to Buyer. Notwithstanding the foregoing, for which purpose the parties shall seek prepare and deliver such certificates as are required by relevant taxing authorities, if any, that are reasonably necessary to include support, in good faith, any claimed exemption from the Bankruptcy Court Approval a provision that the sale, transfer, assignment and conveyance imposition of the Acquired Assets to Buyer hereunder shall be entitled to the protections afforded under Section 1146(cTransfer Taxes. (b) of the Bankruptcy Code. Each party hereto shall furnish or cause to be furnished to the otherother party, upon request, as promptly as practicable, such information and assistance relating to the Assets Acquired Assets, the Assumed Contracts and the Business Assumed Liabilities as is reasonably necessary for the preparation and filing of all Tax Returnsreturns, including any claim for exemption or exclusion from the application or imposition of any Taxes or making of any election related to Taxes, the preparation for any audit by any taxing authority and the prosecution or defense of any claim, suit or proceeding relating to any Tax Returnreturn. Each party acknowledges and agrees that any such information furnished for such purposes may be disclosed by the other party to any such taxing authority as required by applicable Law or Order of a Governmental Entity or in any Proceedings relating thereto, subject to any express written limitations that the parties may jointly put into effect with respect thereto.

Payment of Transfer Taxes and Tax Filings. All (a) Except to the extent as provided in the Approval Order pursuant to Section 1146(c) of the Bankruptcy Code, all Transfer Taxes arising out of the transfer of the Assets and the other transactions contemplated hereby and any Transfer Taxes required to effect any recording or filing with respect thereto shall be borne one-half by Buyer and one-half by SellersBuyer. The Transfer Taxes shall be calculated assuming that no exemption from Transfer Taxes is available, unless otherwise indicated in the Bankruptcy Court Approval Order or, at Closingon or before the due date for such Transfer Taxes, Sellers or Buyer, as appropriate, provides Buyer shall provide an appropriate resale exemption certificate or other evidence acceptable to Buyer or Seller, as appropriate, Sellers of exemption from such Transfer Taxes. Sellers and Buyer shall cooperate to timely prepare and file any Tax Returns returns or other filings relating to such Transfer Taxes, including any claim for exemption or exclusion from the application or imposition of any Transfer Taxes. Sellers Buyer shall timely pay such Transfer Taxes and shall file all necessary documentation and returns with respect to such Transfer Taxes when due, and shall promptly, promptly following the filing thereof, thereof furnish a copy of such return or other filing and a copy of a receipt showing payment of any such Transfer Tax to Buyer. Notwithstanding the foregoing, the parties shall seek to include in the Bankruptcy Court Approval a provision that the sale, transfer, assignment and conveyance of the Acquired Assets to Buyer hereunder shall be entitled to the protections afforded under Section 1146(cSellers. (b) of the Bankruptcy Code. Each party hereto shall furnish or cause to be furnished to the otherothers, upon request, as promptly as practicable, such information and assistance relating to the Assets and the Business as is reasonably necessary for filing of all Tax Returns, including any claim for exemption or exclusion from the application or imposition of any Taxes or making of any election related to Taxes, the preparation for any audit by any taxing authority and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return.

Payment of Transfer Taxes and Tax Filings. All Transfer Taxes arising out of the transfer of the Assets and any Transfer Taxes required to effect any recording or filing with respect thereto shall be borne one-half by Buyer and one-half by Sellers. The Transfer Taxes shall be calculated assuming that no exemption from Transfer Taxes is available, unless otherwise indicated in the Bankruptcy Court Approval or, at Closing, Sellers or Buyer, as appropriate, provides an appropriate resale exemption certificate or other evidence acceptable to Buyer or Seller, as appropriate, of exemption from such Transfer Taxes. Sellers and Buyer shall cooperate to timely prepare and file any Tax Returns relating to such Transfer Taxes, including any claim for exemption or exclusion from the application or imposition of any Transfer Taxes. Sellers shall pay such Transfer Taxes and shall file all necessary documentation and returns with respect to such Transfer Taxes when due, and shall promptly, following the filing thereof, , furnish a copy of such return or other filing and a copy of a receipt showing payment of any such Transfer Tax to Buyer. Notwithstanding the foregoing, the parties Sale Motion shall seek to include in seek, among other things, that the Bankruptcy Court Approval contain a provision that the sale, transfer, assignment and conveyance of the Acquired Assets to Buyer hereunder shall be entitled to the protections afforded under Section 1146(c) of the Bankruptcy Code. Each party hereto shall furnish or cause to be furnished to the other, upon request, as promptly as practicable, such information and assistance relating to the Assets and the Business as is reasonably necessary for filing of all Tax Returns, including any claim for exemption or exclusion from the application or imposition of any Taxes or making of any election related to Taxes, the preparation for any audit by any taxing authority and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return.

Payment of Transfer Taxes and Tax Filings. All (a) Fifty percent (50%) of all Transfer Taxes arising out of the transfer of the Acquired Assets and any Transfer Taxes required to effect any recording or filing with respect thereto shall be borne one-half paid by each of Buyer on the one hand and one-half by SellersSellers on the other hand. The Transfer Taxes parties shall use commercially reasonable efforts to have included in the Sale Order and Confirmation Order a provision that provides that the transfer of the Acquired Assets shall be calculated assuming that no exemption from Transfer Taxes is available, unless otherwise indicated in free and clear of any stamp or similar taxes under section 1146(c) of the Bankruptcy Court Approval or, at Code. At least twenty (20) Business Days prior to Closing, Sellers or Buyer, as appropriate, provides an appropriate resale exemption certificate or other evidence acceptable shall submit to Buyer or Sellera list of all Transfer Taxes (by tax name, as appropriate, tax jurisdiction and general description of exemption the Acquired Assets subject to such tax) that it anticipates collecting from Buyer at Closing. Buyer may submit to Sellers evidence that it believes such Transfer TaxesTax should not be applicable. Sellers shall review such evidence in a timely and good faith manner and respond to Buyer prior to Closing. Sellers and Buyer shall cooperate to timely prepare and file any Tax Returns returns or other filings relating to such Transfer Taxes, including any claim for exemption or exclusion from the application or imposition of any Transfer Taxes. Sellers shall pay such Transfer Taxes and shall file all necessary documentation and returns with respect to such Transfer Taxes when due, and shall promptly, following the filing thereof, furnish a copy of such return or other filing and a copy of a receipt showing payment of any such Transfer Tax to Buyer. Notwithstanding the foregoing, the parties shall seek to include in the Bankruptcy Court Approval a provision that the sale, transfer, assignment and conveyance of the Acquired Assets to Buyer hereunder shall be entitled to the protections afforded under Section 1146(c. (b) of the Bankruptcy Code. Each party hereto shall furnish or cause to be furnished to the otherothers, upon request, as promptly as practicable, such information and assistance relating to the Acquired Assets and the Business as is reasonably necessary for filing of all Tax Returns, including any claim for exemption or exclusion from the application or imposition of any Taxes or making of any election related to Taxes, the preparation for any audit by any taxing authority and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return. (c) Sellers acknowledge and agree that Buyer shall have an administrative expense claim with respect to Sellers' share of any Transfer Taxes arising out of the transfer of the Acquired Assets under this SECTION 6.10 that have not been paid when due.

Payment of Transfer Taxes and Tax Filings. All (a) Fifty percent (50%) of all Transfer Taxes arising out of the transfer of the Acquired Assets and any Transfer Taxes required to effect any recording or filing with respect thereto shall be borne one-half paid by each of Buyer on the one hand and one-half by SellersSellers on the other hand. The Transfer Taxes parties shall use commercially reasonable efforts to have included in the Sale Order and Confirmation Order a provision that provides that the transfer of the Acquired Assets shall be calculated assuming that no exemption from Transfer Taxes is available, unless otherwise indicated in free and clear of any stamp or similar taxes under section 1146(c) of the Bankruptcy Court Approval or, at Code. At least twenty (20) Business Days prior to Closing, Sellers or Buyer, as appropriate, provides an appropriate resale exemption certificate or other evidence acceptable shall submit to Buyer or Sellera list of all Transfer Taxes (by tax name, as appropriate, tax jurisdiction and general description of exemption the Acquired Assets subject to such tax) that it anticipates collecting from Buyer at Closing. Buyer may submit to Sellers evidence that it believes such Transfer TaxesTax should not be applicable. Sellers shall review such evidence in a timely and good faith manner and respond to Buyer prior to Closing. Sellers and Buyer shall cooperate to timely prepare and file any Tax Returns returns or other filings relating to such Transfer Taxes, including any claim for exemption or exclusion from the application or imposition of any Transfer Taxes. Sellers shall pay such Transfer Taxes and shall file all necessary documentation and returns with respect to such Transfer Taxes when due, and shall promptly, following the filing thereof, furnish a copy of such return or other filing and a copy of a receipt showing payment of any such Transfer Tax to Buyer. Notwithstanding the foregoing, the parties shall seek to include in the Bankruptcy Court Approval a provision that the sale, transfer, assignment and conveyance of the Acquired Assets to Buyer hereunder shall be entitled to the protections afforded under Section 1146(c. (b) of the Bankruptcy Code. Each party hereto shall furnish or cause to be furnished to the otherothers, upon request, as promptly as practicable, such information and assistance relating to the Acquired Assets and the Business as is reasonably necessary for filing of all Tax Returns, including any claim for exemption or exclusion from the application or imposition of any Taxes or making of any election related to Taxes, the preparation for any audit by any taxing authority and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return. (c) Sellers acknowledge and agree that Buyer shall have an administrative expense claim with respect to Sellers’ share of any Transfer Taxes arising out of the transfer of the Acquired Assets under this Section 6.10 that have not been paid when due.

Payment of Transfer Taxes and Tax Filings. All (a) In the event, notwithstanding the operation of Section 1146 of the Bankruptcy Code, Transfer Taxes arising out of the transfer of the Assets and are assessed, any Transfer Taxes required to effect any recording or filing with respect thereto shall be borne one-half by Buyer and one-half by SellersBuyer. The Transfer Taxes shall be calculated assuming that no exemption from Transfer Taxes is available, unless otherwise indicated in the Bankruptcy Court Approval Order or, at Closing, Sellers or Buyer, as appropriate, provides Buyer shall provide an appropriate resale exemption certificate or other evidence acceptable to Buyer or Seller, as appropriate, the Sellers of exemption from such Transfer Taxes. The Sellers and Buyer shall cooperate to timely prepare and file any Tax Returns returns or other filings relating to such Transfer Taxes, including any claim for exemption or exclusion from the application or imposition of any Transfer Taxes. Sellers shall pay such Transfer Taxes and shall file all necessary documentation and returns with respect to such Transfer Taxes when due, and shall promptly, following the filing thereof, furnish a copy of such return or other filing and a copy of a receipt showing payment of any such Transfer Tax to Buyer. Notwithstanding the foregoing, the parties shall seek to include in the Bankruptcy Court Approval a provision that the sale, transfer, assignment and conveyance of the Acquired Assets to Buyer hereunder shall be entitled to the protections afforded under Section 1146(c. (b) of the Bankruptcy Code. Each party hereto shall furnish or cause to be furnished to the otherothers, upon request, as promptly as practicable, such information and assistance relating to the Assets and the Business as is reasonably necessary for filing of all Tax Returnsreturns, including any claim for exemption or exclusion from the application or imposition of any Taxes or making of any election related to Taxes, the preparation for any audit by any taxing authority and the prosecution or defense of any claim, suit or proceeding relating to any Tax Returnreturn. Each Seller shall prepare all of its Tax returns for all periods and shall be responsible for paying all of its Taxes for all periods (or portions thereof) ending on or prior to the Closing Date.

Payment of Transfer Taxes and Tax Filings. All Transfer Taxes arising out of the transfer of the Assets and any Transfer Taxes required to effect any recording or filing with respect thereto shall be borne one-half by Buyer and one-half by Sellers. The Transfer Taxes shall be calculated assuming that no exemption from Transfer Taxes is available, unless otherwise indicated in the Bankruptcy Court Approval or, at Closing, Sellers or Buyer, as appropriate, provides an appropriate resale exemption certificate or other evidence acceptable to Buyer or Seller, as appropriate, of exemption from such Transfer Taxes. Sellers and Buyer shall cooperate to timely prepare and file any Tax Returns relating to such Transfer Taxes, including any claim for exemption or exclusion from the application or imposition of any Transfer Taxes. Sellers shall pay such Transfer Taxes and shall file all necessary documentation and returns with respect to such Transfer Taxes when due, and shall promptly, following the filing thereof, furnish a copy of such return or other filing and a copy of a receipt showing payment of any such Transfer Tax to Buyer. Notwithstanding the foregoing, the parties Sale Motion shall seek to include in seek, among other things, that the Bankruptcy Court Approval contain a provision that the sale, transfer, assignment and conveyance of the Acquired Assets to Buyer hereunder shall be entitled to the protections afforded under Section 1146(c) of the Bankruptcy Code. Each party hereto shall furnish or cause to be furnished to the other, upon request, as promptly as practicable, such information and assistance relating to the Assets and the Business as is reasonably necessary for filing of all Tax Returns, including any claim for exemption or exclusion from the application or imposition of any Taxes or making of any election related to Taxes, the preparation for any audit by any taxing authority and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return.