Common use of Real Estate Transfer and Gains Tax Clause in Contracts

Real Estate Transfer and Gains Tax. Parent and the Company agree that either the Surviving Corporation or the Company will pay any state or local tax which is attributable to the transfer of the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Transfer Taxes"), and any penalties or interest with respect to the Transfer Taxes, payable in connection with the consummation of the Merger. The Company agrees to cooperate with Parent in the filing of any returns with respect to the Transfer Taxes, including supplying in a timely manner a complete list of all real property interests held by the Company and its Subsidiaries and any information with respect to such property that is reasonably necessary to complete such returns. The portion of the consideration allocable to the real property of the Company and its Subsidiaries shall be agreed to between Parent and the Company. The stockholders of the Company shall be deemed to have agreed to be bound by the allocation established pursuant to this Section 5.11 in the preparation of any return with respect to the Transfer Taxes.

Real Estate Transfer and Gains Tax. Parent and the Company agree that either the Company or the Surviving Corporation or the Company will pay any state or local tax which is attributable to the transfer of the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Transfer Gains Taxes"), and any penalties or interest with respect to the Transfer Gains Taxes, payable in connection with the consummation of the Merger. The Company agrees and Parent agree to cooperate with Parent the other in the filing of any returns with respect to the Transfer Gains Taxes, including supplying in a timely manner a complete list of all real property interests held by the Company and its Subsidiaries and any information with respect to such property that is reasonably necessary to complete such returns. The portion of the consideration allocable to the real property of the Company and its Subsidiaries shall be agreed to between Parent and the Company. The stockholders shareholders of the Company shall be deemed to have agreed to be bound by the allocation established pursuant to this Section 5.11 in the preparation of any return with respect to the Transfer Gains Taxes.

Real Estate Transfer and Gains Tax. Parent and the Company agree that either the Surviving Corporation or the Company will pay any state or local tax which is attributable to the transfer of the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Transfer Gains Taxes"), and any penalties or interest with respect to the Transfer Gains Taxes, payable in connection with the consummation of the Merger. The Company agrees and Parent agree to cooperate with Parent the other in the filing of any returns with respect to the Transfer Gains Taxes, including supplying in a timely manner a complete list of all real property interests held by the Company and its Subsidiaries and any information with respect to such property that is reasonably necessary to complete such returns. The portion of the consideration allocable to the real property of the Company and its Subsidiaries shall be agreed to between Parent and the Company. The stockholders shareholders of the Company shall be deemed to have agreed to be bound by the allocation established pursuant to this Section 5.11 5.10 in the preparation of any return with respect to the Transfer Gains Taxes.

Real Estate Transfer and Gains Tax. Parent and the Company agree that either the Company or the Surviving Corporation or the Company will pay any state or local tax which is attributable to the transfer of the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Transfer Gains Taxes"), and any penalties or interest with respect to the Transfer Gains Taxes, payable in connection with the consummation of the Merger. The Company agrees and Parent agree to cooperate with Parent the other in the filing of any returns with respect to the Transfer Gains Taxes, including supplying in a timely manner a complete list of all real property interests held by the Company and its Subsidiaries and any information with respect to such property that is reasonably necessary to complete such returns. The portion of the consideration allocable to the real property of the Company and its Subsidiaries shall be agreed to between determined by Parent and the Companyin its reasonable discretion. The stockholders of the Company shall be deemed to have agreed to be bound by the allocation established pursuant to this Section 5.11 5.10 in the preparation of any return with respect to the Transfer Gains Taxes.