Transaction Taxes. All sales, use, transfer, filing, recordation, registration and similar taxes and fees arising from or associated with the transactions contemplated hereunder other than taxes based on income (“Transaction Taxes”), shall be borne 50% on a joint and several basis by EES Leasing and EESLP (each a “Contributor” and, together, the “Contributors”) and 50% by EXLP. To the extent under applicable law the transferee is responsible for filing tax returns in respect of Transaction Taxes, EXLP shall prepare and file all such returns. The parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize Transaction Taxes. The party that is not responsible under applicable law for paying the Transaction Taxes shall pay its share of the Transaction Taxes to the responsible party prior to the due date of such taxes.
Appears in 5 contracts
Samples: Contribution, Conveyance and Assumption Agreement, Contribution, Conveyance and Assumption Agreement (Exterran Holdings Inc.), Contribution, Conveyance and Assumption Agreement (Exterran Holdings Inc.)
Transaction Taxes. All sales, use, transfer, filing, recordation, registration and similar taxes and fees arising from or associated with the transactions contemplated hereunder other than taxes based on income (“Transaction Taxes”), shall be borne 50% on a joint and several basis by EES Leasing and EESLP (each a “Contributor” and, together, the “Contributors”) and 50% by EXLPMLP. To the extent under applicable law the transferee is responsible for filing tax returns in respect of Transaction Taxes, EXLP MLP shall prepare and file all such returns. The parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize Transaction Taxes. The party that is not responsible under applicable law for paying the Transaction Taxes shall pay its share of the Transaction Taxes to the responsible party prior to the due date of such taxes.
Appears in 4 contracts
Samples: Contribution, Conveyance and Assumption Agreement (Exterran Partners, L.P.), Contribution, Conveyance and Assumption Agreement (Exterran Holdings Inc.), Contribution, Conveyance and Assumption Agreement (Exterran Partners, L.P.)
Transaction Taxes. All sales, use, transfer, filing, recordation, registration and similar taxes and fees arising from or associated with the transactions contemplated hereunder other than taxes based on income (“Transaction Taxes”), shall be borne 50% on a joint and several basis by EES Archrock Leasing and EESLP OpCo (each a “Contributor” and, together, the “Contributors”) and 50% by EXLPAPLP. To the extent under applicable law the transferee is responsible for filing tax returns in respect of Transaction Taxes, EXLP APLP shall prepare and file all such returns. The parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize Transaction Taxes. The party that is not responsible under applicable law for paying the Transaction Taxes shall pay its share of the Transaction Taxes to the responsible party prior to the due date of such taxes.
Appears in 1 contract
Samples: Contribution, Conveyance and Assumption Agreement (Archrock Partners, L.P.)