Purchaser’s Taxes. Purchaser shall bear, and shall defend, indemnify and hold Seller harmless from and against any and all sales, use, value added, excise and other similar taxes (including excise-equivalent customs duty), and any taxes, fees, duties, interest, penalties, charges, invoices, claims and statements relating thereto, which may be imposed by any federal, state, county, local, foreign or other governmental authority as a result of the sale, delivery or transfer of the Aircraft to Purchaser, or the ownership, possession, use or storage of the Aircraft after the Closing, except to the extent (i) imposed on or measured by Seller’s income or (ii) related to a period (or portion thereof) ending on or prior to the Closing. In the event Seller receives written notice of any audit, claim, assessment or proposed assessment of any tax for which Purchaser may be responsible under this Article 7.2, Seller shall notify Purchaser within ten (10) Business Days thereof, and Seller and Purchaser shall reasonably cooperate to manage and/or defend any such audit, claim, assessment or proposed assessment.
Appears in 8 contracts
Samples: Aircraft Purchase Agreement (Blade Air Mobility, Inc.), Aircraft Purchase Agreement (Blade Air Mobility, Inc.), Aircraft Purchase Agreement (Blade Air Mobility, Inc.)
