Taxes Related to Purchase of Assets. All recording and filing fees and all federal, state and local sales, transfer, excise, value-added or other similar Taxes, including, without limitation, all state and local Taxes in connection with the transfer of the Acquired Assets, but excluding all income taxes and other fees based upon gain realized by Seller as a result of the sale of the Acquired Assets (collectively, “Transaction Taxes”), that may be imposed by reason of the sale, transfer, assignment and delivery of the Acquired Assets, and which are not exempt under Section 1146(c) of the Bankruptcy Code, shall be paid by Buyer. Buyer and Seller agree to cooperate to determine the amount of Transaction Taxes payable in connection with the transactions contemplated under this Agreement, and Seller agrees to assist Buyer reasonably in the preparation and filing of any and all required returns for or with respect to such Transaction Taxes with any and all appropriate taxing authorities.
Taxes Related to Purchase of Assets. The parties recognize and acknowledge that, because the sale, transfer, assignment and delivery of the Purchased Assets is being made in connection with Seller's plan of reorganization, they may be exempt under section 1146(c) of the Bankruptcy Code and the Order from state and local transfer, recording, stamp or other similar transfer taxes (collectively "TRANSACTION TAXES") that may be imposed by reason of the sale, transfer, assignment and delivery of the Purchased Assets; provided, however, that if Transaction Taxes are assessed for any reason, Purchaser and Seller shall each pay one-half of such Transaction Taxes along with any recording and filing fees. Purchaser and Seller agree to cooperate to determine the amount of Transaction Taxes payable in connection with the transactions contemplated under this Agreement. Transaction Taxes shall not include any Taxes for which Seller is responsible under SECTION 10.2. At the Closing, Purchaser shall remit to Seller such properly completed resale exemption certificates and other similar certificates or instruments as are applicable to claim available exemptions from the payment of sales, transfer, use or other similar taxes under applicable law. Purchaser and Seller will cooperate in preparing such forms and will execute and deliver such affidavits and forms as are reasonably requested by the other party.
Taxes Related to Purchase of Assets. All federal, state and local sales, transfer, gains, excise, value-added or other similar Taxes, including, without limitation, all state and local Taxes in connection with the transfer of the Acquired Assets, and all recording and filing fees (collectively, "TRANSACTION TAXES"), that may be imposed by reason of the sale, transfer, assignment and delivery of the Acquired Assets, and are not exempt under section 1146(c) of the Bankruptcy Code, shall be paid by 50% by Buyer and 50% by Sellers. Buyer and Sellers agree to cooperate to determine the amount of Transaction Taxes payable in connection with the transactions contemplated under this Agreement. Buyer agrees to assist Sellers reasonably in the preparation and filing of any and all required returns for or with respect to such Transaction Taxes with any and all appropriate taxing authorities.
Taxes Related to Purchase of Assets. Purchaser shall be solely responsible for the payment of any state and local sales, transfer, recording, stamp or other similar transfer taxes (collectively “Transaction Taxes”) that may be imposed by reason of the sale, transfer, assignment and delivery of the Assets and not exempted under the Sale Order, along with any recording and filing fees. Purchaser and Sellers agree to cooperate to determine the amount of Transaction Taxes payable in connection with the Transactions. Sellers shall request the Bankruptcy Court to include in the Sale Order a provision exempting Sellers from any obligation to pay the New Jersey Realty Transfer Fee and any similar State transfer tax or documentary tax stamp in connection with the sale and transfer of the Assets from Sellers to Purchaser.
Taxes Related to Purchase of Assets. All federal, state and local sales and/or use, transfer, documentary, registration, gains, excise, value added or other similar Taxes, including, without limitation, all applicable real estate transfer Taxes and real property transfer gains Taxes and including all recording and filing fees) and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, the related documents and the transactions contemplated hereby and thereby (collectively, “Transaction Taxes”), that may be imposed by reason of the sale, transfer, assignment and delivery of the Acquired Assets, and are not exempt under section 1146(c) of the Bankruptcy Code, shall be paid by Sellers. Buyer and Sellers agree to cooperate to determine the amount of Transaction Taxes payable in connection with the transactions contemplated under this Agreement. Sellers agree to assist Buyer reasonably in the preparation and filing of any and all required returns for or with respect to such Transaction Taxes with any and all appropriate taxing authorities. For the sake of clarity, any Taxes in respect of income, gains, or any similar remuneration realized by Sellers from the transactions contemplated by this Agreement, and related documents, are solely the obligation of Sellers.
Taxes Related to Purchase of Assets. The parties recognize and acknowledge that the sale, transfer, assignment and delivery of the Purchased Assets may be exempt under section 1146(c) of the Bankruptcy Code and the Order from all state and local transfer, recording, stamp or other similar transfer taxes (collectively, "TRANSACTION TAXES") that may be imposed by reason of the sale, transfer, assignment and delivery of the Purchased Assets; provided, however, that if Transaction Taxes are assessed for any reason, then Seller shall bear the cost of such Transaction Taxes along with any recording and filing fees. Purchaser and Seller agree to cooperate to determine the amount of Transaction Taxes payable in connection with the transactions contemplated under this Agreement. Transaction Taxes shall not include any Taxes for which Seller is responsible under Section 11.2. Seller shall bear the cost of any use or sales tax that may be imposed as a result of the transactions contemplated hereby or, together with Purchaser, jointly seek to establish a basis for an exemption therefrom. Purchaser and Seller agree to cooperate in the preparation and filing of any and all required returns for or with respect to such Transaction Taxes and/or use or sales taxes with any and all appropriate taxing authorities. It is expressly agreed and understood that
Taxes Related to Purchase of Assets. The parties recognize and acknowledge that, because the sale, transfer, assignment and delivery of the Purchased Assets is being made in contemplation of and in connection with Seller's plan of reorganization, they may be exempt under section 1146(c) of the Bankruptcy Code and the Sale Order from state and local transfer, recording, stamp or other similar transfer taxes (collectively "Transaction Taxes") that may be imposed by reason of the transactions contemplated by this Agreement; provided, however, that if Transaction Taxes are assessed for any reason, Buyer shall pay all such 21 Transaction Taxes to those taxing authorities listed on Schedule 7.7(a) along with any recording and filing fees, if applicable. Buyer and Seller agree to cooperate to determine the amount of Transaction Taxes payable in connection with the transactions contemplated under this Agreement. At the Closing, Buyer and Seller shall remit to each other such properly completed resale exemption certificates and other similar certificates or instruments as are applicable to claim available exemptions from the payment of sales, transfer, use or other similar taxes under applicable law. Buyer and Seller will cooperate in preparing such forms and will execute and deliver such affidavits and forms as are reasonably requested by the other party. Seller shall, if necessary, and Buyer shall cooperate with Seller to seek any determination of the exemption from Transaction Taxes through submitting any dispute thereof to the state or local government unit charged with responsibility for collection or determination of the disputed tax pursuant to Bankruptcy Code Section 1146(d).
Taxes Related to Purchase of Assets. All state and local sales, use, gross-receipts, transfer, excise, value-added or other similar Taxes in connection with the transfer of the Acquired Assets and the assumption of the Assumed Liabilities (but not including income, flat, franchise or gains Taxes or any other Taxes measured by or with respect to income imposed on Seller or its Affiliates), and all recording and filing fees that may be imposed by reason of the sale, transfer, assignment and delivery of the Acquired Assets to the extent not exempt under Section 1146 of the Bankruptcy Code (collectively, "Transaction Taxes"), shall be paid by Buyer on or prior to their due date.
Taxes Related to Purchase of Assets. All federal, state and local sales, transfer, gains (other than capital gains), excise, value-added or other similar Taxes, including, without limitation, all state and local Taxes in connection with the purchase and sale of the Seller Membership Interests pursuant to this Agreement (the “Transaction”) and all recording and filing fees (collectively, “Transaction Taxes” shall be paid by Seller. Purchaser and Seller agree to cooperate to mitigate the amount of Transaction Taxes payable in connection with the transactions contemplated under this Agreement. Seller and Purchaser agree to assist each other reasonably in the preparation and filing of any and all Tax Returns for or with respect to such Transaction Taxes with any and all appropriate taxing authorities.
Taxes Related to Purchase of Assets. All federal, state and local sales, transfer, excise, value-added or other similar Taxes, including all state and local Taxes in connection with the transfer of the Acquired Assets, and all recording and filing fees other than taxes payable by the Seller with respect to its income for such transfer (collectively, “Transaction Taxes”), that may be imposed by reason of the sale, transfer, assignment and delivery of the Acquired Assets, and are not exempt under section 1146(a) of the Bankruptcy Code, shall be paid by Buyer and any obligation related thereto will be the sole responsibility of the Buyer. Buyer and Seller agree to cooperate to determine the amount of Transaction Taxes payable in connection with the transactions contemplated under this Agreement. Seller agrees to assist Buyer reasonably in the preparation and filing of any and all required returns for or with respect to such Transaction Taxes with any and all appropriate taxing authorities.
