Sales Tax Liability. Buyer and the Company shall use their reasonable best efforts to obtain all necessary sales tax exemptions and take all such other action as may be necessary or advisable to cause the transfer of the Purchased Assets to Buyer not to be subject to sales tax. To the extent that, despite all such actions, the transfer of any Purchased Assets to the Buyer gives rise to sales tax liability or other transfer, purchase or recordation documentary tax and fees (collectively, "Sales Taxes"), the Buyer shall promptly pay such Sales Taxes to the appropriate tax authorities and any costs and expenses incurred by Parent, Buyer, the Company or the Shareholder as a result of a dispute with any Governmental Body in connection with the Sales Taxes, shall be the sole responsibility of the Parent and Buyer.
Sales Tax Liability. Notwithstanding any provision of this Article X to the contrary, the resolution of any Tax Contest that arises from or relates to any Sales Tax Liability whether asserted before, on or after the Closing Date, shall be resolved pursuant to Section 6.8.
Sales Tax Liability. (a) VWR shall, at a time and in a manner ------------------- mutually agreed upon by the parties, provide Chemdex with financial data necessary for Chemdex to calculate its sales tax liability and prepare its sales tax returns in connection with Chemdex revenues.
Sales Tax Liability. Purchaser shall pay all sales tax liability resulting from the Sale.
Sales Tax Liability. If the sum of the actual Sales Taxes of the Group Companies paid within two years following the Closing Date for Pre-Closing Tax Periods and the amount of Sales Taxes of the Group Companies for Pre-Closing Tax Periods that is pending resolution with an applicable Tax Authority on the second anniversary of the Closing Date for which Sales Tax Returns or a voluntary disclosure have been filed, on an aggregate basis, is less than the Sales Tax Liability, then Buyer shall pay to the Sellers the difference as a Future Payment promptly following the second anniversary of the Closing Date. Buyer shall (i) keep the Equityholder Representative reasonably informed of the progress of any voluntary disclosures made with respect to Sales Taxes of the Group Companies for any Pre-Closing Tax Period, (ii) provide the Equityholder Representative with copies of correspondences and other documents relating to any such voluntary disclosures, and (iii) provide Equityholder Representative with the opportunity to participate, at the expense of the Sellers, in any such voluntary disclosure.
Sales Tax Liability. The Company has potential liability of sales taxes to various states with respect to sales made prior to Closing as disclosed in the Disclosure Schedule (the “Sales Tax Liability”). Sellers agree and acknowledge that the Sales Tax Liability is the liability of Sellers. Buyer agrees that the Sellers’ Representative shall have the authority to handle all aspects of settling the Sales Tax Liability, including communications with the states, making filings with the states, including without limitation Voluntary Disclosure Agreements, negotiating terms with the states and making payments to the states, provided that the Sellers’ Representative shall consult with Buyer prior to finalizing an arrangement with any particular state. In the event that the proposed arrangement with a state does not fully resolve any liability or potential liability of the Company for the period covered by such arrangement, Buyer shall have the right to object to such arrangement. If the Parties cannot resolve such dispute, then either Party may submit the dispute to the Dispute Auditor for resolution in accordance with the procedures set forth in Section 2.3(c). Buyer agrees to give the Sellers’ Representative full access from time to time to the books and records of the Company and otherwise cooperate with the Sellers’ Representative for the purposes of handling the Sales Tax Liability. Payments in respect of the Sales Tax Liability shall be made directly by the Sellers.
