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

Real Estate Transfer and Gains Taxes. Parent and the ------------------------------------ Company agree that either the Company or the Surviving Corporation will pay any stamp tax, recording tax, sales tax, use tax, real property transfer or gains tax, stock transfer tax or similar tax, or any other 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 "Gains Taxes"), and any penalties or interest with respect to the Gains Taxes, payable in connection with the consummation of the Offer or the Merger. The Company agrees to cooperate with Sub in the filing of any returns with respect to the Gains Taxes, including supplying in a timely manner a complete list of all real property interests held by the Company or 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 determined by Sub or Parent in 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 7.7 in the preparation of any return with respect to the Gains Taxes.

Real Estate Transfer and Gains Taxes. Parent and the ------------------------------------ Company agree that either the Company or the Surviving Corporation will pay any stamp tax, recording tax, sales tax, use tax, real property transfer or gains tax, stock transfer tax or similar tax, or any other 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 "Gains Taxes"), and any penalties or interest with respect to the Gains Taxes, payable in connection with the consummation of the Offer or the Merger. The Company agrees to cooperate with Sub in the filing of any returns with respect to the Gains Taxes, including supplying in a timely manner a complete list of all real property interests held by the Company or 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 subsidiaries shall be determined by Sub or Parent in 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 7.7 in the preparation of any return with respect to the Gains Taxes.