Common use of Sales/Use Taxes Clause in Contracts

Sales/Use Taxes. Purchaser shall file all necessary tax returns with respect to taxes imposed or due solely by reason of the transactions contemplated under this Agreement and, to the extent required by applicable Law, Seller will join in the execution of any such tax returns. Consistent with this Agreement (including Section 3.1) and applicable Law, the Parties (a) shall cooperate with each other in good faith to maximize the Parties’ ability to structure the transaction to utilize retail resale exemptions, the occasional sale exemption, the occasional business sale exemption and other applicable sales or use tax exemptions and other exemptions and structures that may be utilized in whole or part in compliance with all applicable Laws, and (b) agree to execute any necessary documents in connection therewith provided such documents are commercially reasonable in form and substance. Seller shall use Commercially Reasonable Efforts to cooperate with Purchaser with respect to Purchaser’s efforts to take advantage of any applicable bulk sale exemptions that may be available under applicable Laws. The Parties shall file requests for tax clearance certificates for each Seller and Operating Lessee with the appropriate Government Body. The provisions of this Section 2.2 shall survive Closing.

Sales/Use Taxes. Purchaser shall file all necessary tax returns with respect to taxes imposed or due solely by reason of the transactions contemplated under this Agreement and, to the extent required by applicable Law, Seller the Sellers will join in the execution of any such tax returns. Consistent with this Agreement (including Section 3.1) and applicable Law, the Parties (a) shall cooperate with each other in good faith to maximize the Parties’ ability to structure the transaction to utilize retail resale exemptions, the occasional sale exemption, the occasional business sale exemption and other applicable sales or use tax exemptions and other exemptions and structures that may be utilized in whole or part in compliance with all applicable Laws, and (b) agree to execute any necessary documents in connection therewith provided such documents are commercially reasonable in form and substance. Seller The Sellers shall use Commercially Reasonable Efforts to cooperate with Purchaser with respect to Purchaser’s efforts to take advantage of any applicable bulk sale exemptions that may be available under applicable Laws. The Parties shall file requests for tax clearance certificates for each Seller and Operating Lessee with the appropriate Government Body, excluding the Colorado Assets. The provisions of this Section 2.2 shall survive Closing.

Sales/Use Taxes. Purchaser shall file all necessary tax returns with respect to taxes imposed or due solely by reason of the transactions contemplated under this Agreement and, to the extent required by applicable Law, Seller the Sellers will join in the execution of any such tax returns. Consistent with this Agreement (including Section 3.1) and applicable Law, the Parties (a) shall cooperate with each other in good faith to maximize the Parties’ ability to structure the transaction to utilize retail resale exemptions, the occasional sale exemption, the occasional business sale exemption and other applicable sales or use tax exemptions and other exemptions and structures that may be utilized in whole or part in compliance with all applicable Laws, and (b) agree to execute any necessary documents in connection therewith provided such documents are commercially reasonable in form and substance. Seller The Sellers shall use Commercially Reasonable Efforts to cooperate with Purchaser with respect to Purchaser’s efforts to take advantage of any applicable bulk sale exemptions that may be available under applicable Laws. The Parties shall file requests for tax clearance certificates for each Seller and Operating Lessee with the appropriate Government Body. The provisions of this Section 2.2 shall survive Closing.