Common use of Transaction Taxes Clause in Contracts

Transaction Taxes. Buyer shall bear and be responsible for paying any Hawaii sales, use, transfer, documentary, registration, business and occupation and other similar Taxes, other than Hawaii General Excise Taxes, if any, (including related penalties (civil or criminal), additions to tax and interest) imposed with respect to the transfer of Assets (including the Real Property) to Buyer ("Transaction Taxes"), regardless of whether the tax authority seeks to collect such Taxes from Seller or Buyer. Seller shall prepare all tax filings related to any Transaction Taxes (other than with respect to Real Property and motor vehicle title transfer and registration, which shall be prepared by Buyer). Seller shall bear and be responsible for any costs similar to Transaction Taxes imposed by any Governmental Body other than the State of Hawaii or one of its political subdivisions. Fifteen (15) days prior to making any such filings, the filing party shall provide to the nonfiling party the filing party's work papers for the nonfiling party's review and approval. Ten (10) days prior to the filing date, the non-filing party shall provide to the filing party approval of such work papers. Buyer shall also be responsible for (i) administering the payment of such Transaction Taxes, (ii) defending or pursuing any Proceedings related thereto, and (iii) paying any expenses related thereto. Seller shall give prompt written notice to Buyer of any proposed adjustment or assessment of any Transaction Taxes with respect to the transaction, or of any examination of said transaction in a sales, use, transfer or similar tax audit. In any proceedings, whether formal or informal, Seller shall permit Buyer to participate and control the defense of such proceeding and shall take all actions and execute all documents required to allow such participation. Seller shall not negotiate a settlement or compromise of any Transaction Taxes without the prior written consent of Buyer, which consent shall not be unreasonably withheld.

Transaction Taxes. Buyer shall bear and be responsible for paying any Hawaii sales, use, transfer, documentary, registration, business and occupation and other similar Taxes, other than Hawaii General Excise Taxes, if any, taxes (including related penalties (civil or criminal), additions to tax and interest) imposed by any Governmental Authorities with respect to the transfer of Assets Purchased Property to Buyer (including the Owned Real Property) to Buyer ("Transaction Taxes"), regardless of whether the tax authority seeks to collect the such Taxes taxes from Seller or Buyer. Seller shall prepare all tax filings related to any Transaction Taxes (other than with respect to Real Property and motor vehicle title transfer and sales, use, transfer, documentary, registration, which shall be prepared by Buyer)business and occupation and other similar taxes. Seller shall bear and be responsible for any costs similar to Transaction Taxes imposed by any Governmental Body other than the State of Hawaii or one of its political subdivisions. Fifteen Seller, fifteen (15) days prior to making any such filings, the filing party filings shall provide to the nonfiling party the filing partyBuyer Seller's work papers for the nonfiling partyBuyer's review and approval. Ten Buyer shall provide to the Seller ten (10) days prior to the filing date, the non-filing party shall provide to the filing party date approval of such work papers. Buyer shall also be responsible for (i) administering the payment of such Transaction Taxes, (ii) defending or pursuing any Proceedings proceedings related thereto, and (iii) paying any expenses related thereto. Seller shall give prompt written notice to Buyer of any proposed adjustment or assessment of any Transaction Taxes with respect to the transaction, or of any examination of said transaction in a sales, use, transfer or similar tax audit. In any proceedings, whether formal or informal, Seller shall permit Buyer to participate and control the defense of such proceeding proceeding, and shall take all actions and execute all documents required to allow such participation. Seller shall not negotiate a settlement or compromise of any Transaction Taxes without the prior written consent of Buyer, which consent shall not be unreasonably withheld.

Transaction Taxes. Buyer shall bear and be responsible for paying any Hawaii All transfer, documentary, recording, notarial, sales, use, transfer, documentary, registration, business and occupation stamp and other similar taxes, fees and expenses (including, but not limited to, all applicable stock transfer, real estate transfer or gains Taxes and including any penalties, interest and additions to such tax) (“Transaction Taxes”) incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by Buyer, to the extent that Buyer is legally obligated to pay such Transaction Taxes, other than Hawaii General Excise Taxesand shall be borne by Seller, if any, (including related penalties (civil or criminal), additions to tax and interest) imposed with respect to the transfer of Assets (including the Real Property) extent Seller is legally obligated to Buyer ("pay such Transaction Taxes"), regardless of whether the tax authority seeks to collect such Taxes from Seller or Buyer. Buyer and Seller shall cooperate in timely making and filing all Tax Returns as may be required to comply with the provisions of laws relating to such Transaction Taxes. Seller shall prepare all tax filings related to any Transaction Taxes (other than with respect to Real Property and motor vehicle title transfer and registration, which shall be prepared by Buyer). Seller shall bear and be responsible for any costs similar to Transaction Taxes imposed by any Governmental Body other than the State of Hawaii or one of its political subdivisionsTaxes. Fifteen (15) days prior to making any such filings, the filing party Seller shall provide to the nonfiling party the filing party's Buyer Seller’s work papers for the nonfiling party's Buyer’s review and approval. Ten (10) days prior to the filing date, the non-filing party Buyer shall provide to the filing party Seller approval of such work papers. Buyer shall also be responsible for (ia) administering the payment of such Transaction Taxes, (iib) defending or pursuing any Proceedings proceedings related thereto, thereto and (iiic) paying any expenses related thereto. Seller shall give prompt written notice to Buyer of any proposed adjustment or assessment of any Transaction Taxes with respect to the transaction, or of any examination of said transaction in a sales, use, transfer or similar tax audit. In any proceedings, whether formal or informal, Seller shall permit Buyer to participate and control the defense of such proceeding and shall take all actions and execute all documents required to allow such participation. Seller shall not negotiate a settlement or compromise of any Transaction Taxes without the prior written consent of Buyer, which consent shall not be unreasonably withheldwithheld or delayed.

Transaction Taxes. Buyer All amounts payable under this Agreement are exclusive of any and all Transaction Taxes. If it is determined that taxes need to be paid for products or services included in this contract, CONTRACTOR will send a notice to the COUNTY with a request for an amendment. COUNTY shall bear pay, reimburse, and indemnify CONTRACTOR for any and all taxes that are required to be responsible for paying paid in respect of any Hawaii transaction and resulting amounts payable under this Agreement and any transaction documents, including but not limited to sales, use, transfervalue added services, documentaryrental, registrationexcise, business transactionally based gross receipts, and occupation privilege taxes, plus any interest and/or penalty thereon (“Transaction Taxes”). Transaction Taxes do not include (i) any taxes on CONTRACTOR’s income or taxes in lieu of such income taxes, capital, property, employment or the privilege of doing business, or (ii) taxes on any goods and other similar services used or consumed in performing the Services (including services obtained from subcontractors and/or CONTRACTOR affiliates) where the tax is imposed on CONTRACTOR’s acquisition or use of such goods and services and the amount of tax is measured by CONTRACTOR’s costs in acquiring, or the value associated with such goods and services. Transaction Taxes will be included in CONTRACTOR’s invoice unless (i) the COUNTY timely provides, and CONTRACTOR accepts proof of the COUNTY’s tax-exempt status or (ii) CONTRACTOR is not registered to collect Transaction Taxes in a particular tax jurisdiction, in which case the COUNTY shall be responsible for self-reporting and remitting Transaction Taxes directly to the taxing authority. If a taxing authority determines CONTRACTOR did not collect all Transaction Taxes, the COUNTY shall remain liable to CONTRACTOR for such additional Transaction Taxes. CONTRACTOR and the COUNTY each agree to take commercially reasonable steps to cooperate with each other than Hawaii General Excise Taxes, if any, (including related penalties (civil or criminal), additions in order to tax and interest) minimize Transaction Taxes imposed with respect to the transfer transactions contemplated by this Agreement to the extent permissible under applicable law. CONTRACTOR and the COUNTY agree that each of Assets (including i) the Real Propertylegal entity issuing an invoice and receiving a payment, and (ii) to Buyer ("Transaction Taxes")the legal entity receiving such invoice and making such payment, regardless of whether the tax authority seeks to collect such Taxes from Seller or Buyer. Seller shall prepare all tax filings related to any Transaction Taxes (other than with respect to Real Property and motor vehicle title transfer and registration, which shall be prepared organized in the United States. Prior to the first payment by Buyer). Seller shall bear and be responsible for any costs similar the COUNTY pursuant to Transaction Taxes imposed by any Governmental Body other than the State of Hawaii or one of its political subdivisions. Fifteen (15) days prior to making any such filingsthis Agreement, the filing party CONTRACTOR shall provide to the nonfiling party the filing party's work papers COUNTY a properly completed U.S. Internal Revenue Service Form W-9, Request for the nonfiling party's review Taxpayer Identification Number and approvalCertification, claiming an exemption from backup withholding. Ten (10) days prior to the filing dateUpon receipt of such form, the non-filing party shall provide to the filing party approval of such work papers. Buyer shall also be responsible for (i) administering the payment of such Transaction Taxes, (ii) defending or pursuing any Proceedings related thereto, and (iii) paying any expenses related thereto. Seller shall give prompt written notice to Buyer of any proposed adjustment or assessment of any Transaction Taxes with respect to the transaction, or of any examination of said transaction in a sales, use, transfer or similar tax audit. In any proceedings, whether formal or informal, Seller shall permit Buyer to participate and control the defense of such proceeding and shall take all actions and execute all documents required to allow such participation. Seller COUNTY shall not negotiate a settlement or compromise withhold any portion of any Transaction Taxes without the prior written consent of Buyer, which consent shall not be unreasonably withheldpayments made pursuant to this Agreement.

Transaction Taxes. Except for (i) any GST payable as a result of the transactions contemplated by this Agreement, which shall be Buyer's sole responsibility, and (ii) any interest, penalties or other amounts payable as a result of Seller's delay in remitting Transaction Taxes collected from Buyer, which shall be Seller's sole responsibility ("Seller Only Taxes"), Buyer and Seller shall each bear and be responsible for paying pay one-half of any Hawaii and all sales, use, transfer, documentary, registration, business and occupation documentary and other similar Taxestaxes and fees (and any related interest, other than Hawaii General Excise Taxes, if any, (including related penalties (civil or criminal), additions to tax and interestthereto) imposed by any Governmental Entity with respect to the sale and transfer of the Acquired Assets (including the Real Propertytransfer of the tangible personal property in connection with the Headquarters Assets) to Buyer as contemplated by this Agreement ("Transaction Taxes"), regardless of whether which party or its Affiliates the tax authority seeks to collect such Transaction Taxes from Seller or Buyerfrom, and each party will provide reasonable cooperation to the other party in order to minimize the amount of Transaction Taxes. Seller shall prepare all tax filings related With respect to any Transaction Taxes (other than with respect or expenses that are required to Real Property be shared by Buyer and motor vehicle title transfer and registrationSeller under this Section 6.1.1, which shall be prepared by Buyer). Seller shall bear and be responsible except for any costs similar to those Transaction Taxes described in Section 6.1.4 that are imposed by any Governmental Body other than directly on Canadian Buyer, Seller will determine the State amount of Hawaii or one of its political subdivisions. Fifteen such Transaction Taxes (15) days prior subject to making any such filings, the filing party shall provide to the nonfiling party the filing party's work papers for the nonfiling partyBuyer's review and approval. Ten approval in its reasonable discretion), file all necessary Tax Returns and other documentation in connection with such Transaction Taxes, remit such Transaction Taxes to the relevant Governmental Entities within thirty (1030) days prior to of the filing date, the non-filing party shall Applicable Closing and provide to the filing party approval Buyer with copies of such work papers. Buyer shall also be responsible for (i) administering the all necessary Tax Returns and documentation filed and proof of payment of such Transaction Taxes, and Buyer shall pay the amount of such Transaction Taxes or expenses to Seller (ii) defending or pursuing any Proceedings related theretosubject to receipt of prompt written notice from Seller), and the parties shall provide joint written instructions to the Escrow Agent to pay to Buyer an amount equal to one-half of such Transaction Taxes from the Transaction Taxes Escrow Fund, by wire transfer of immediately available funds pursuant to wire instructions to be delivered by Buyer to the Escrow Agent, provided that if the amount of the Transaction Taxes Escrow Fund is insufficient to pay such amount, the shortfall shall be paid by Seller. With respect to Seller Only Taxes, Seller shall provide Buyer with written notice thereof, and the parties shall provide joint written instructions to the Escrow Agent to pay the amount of such Seller Only Taxes to Seller from the Transaction Taxes Escrow Fund, by wire transfer of immediately available funds pursuant to wire instructions to be delivered by Seller to the Escrow Agent, and Seller shall pay the Seller Only Taxes to the applicable taxing authority, provided that if the amount of the Transaction Taxes Escrow Fund is insufficient to pay the Seller Only Taxes, then the shortfall shall be paid by Seller. With respect to those Transaction Taxes described in Section 6.1.4 that are imposed directly on Canadian Buyer, Buyer shall determine the amount of such Transaction Taxes (iiisubject to Seller's review and approval in its reasonable discretion), file all necessary Tax Returns and other documentation in connection with such Transaction Taxes, remit such Transaction Taxes to the relevant Governmental Entities within thirty (30) paying days of the Applicable Closing and provide Seller with copies of all necessary Tax Returns and documentation filed and proof of payment of such Transaction Taxes, and the parties shall provide joint written instructions to the Escrow Agent to pay to Buyer an amount equal to one-half of such Transaction Taxes from the Transaction Taxes Escrow Fund, by wire transfer of immediately available funds pursuant to wire instructions to be delivered by Buyer to the Escrow Agent, provided that if the amount of the Transaction Taxes Escrow Fund is insufficient to pay such amount, the shortfall shall be paid by Seller. If either party desires to dispute any Transaction Taxes imposed upon it or its Affiliates, it shall notify the other party, and if both parties agree to dispute such Transaction Taxes (which decision shall be made by each party in its sole discretion), then the parties shall share equally the expenses incurred in connection with such dispute (with Seller's portion being paid from the Transaction Taxes Escrow Fund, provided that if the amount of the Transaction Taxes Escrow Fund is insufficient to pay such amount, then the shortfall shall be paid by Seller), but if both parties do not so agree, then the party desiring to dispute such Transaction Taxes may do so but only at its sole cost and expense (and the Transaction Taxes Escrow Fund may not be used for such purpose). The party against whom any Transaction Tax is imposed shall control the conduct of any dispute proceedings related thereto. Seller Each party shall give prompt written notice to Buyer the other of any proposed adjustment or assessment of any Transaction Taxes with respect to the transaction, or of any examination of said transaction the transactions contemplated hereby in a sales, use, transfer or similar tax auditan audit pertaining to Transaction Taxes. In any proceedings, whether formal or informal, Seller Neither party shall permit Buyer to participate and control the defense of such proceeding and shall take all actions and execute all documents required to allow such participation. Seller shall not negotiate a settlement or compromise of any Transaction Taxes without the prior written consent of Buyerthe other, which consent shall not be unreasonably withheld.

Transaction Taxes. Buyer shall bear and be responsible for paying any Hawaii All transfer, documentary, recording, notarial, sales, use, transfer, documentary, registration, business and occupation stamp and other similar Taxestaxes, other than Hawaii General Excise Taxesfees and expenses (including, if anybut not limited to, (all applicable stock transfer, real estate transfer or gains Taxes and including related penalties (civil or criminal)any penalties, interest and additions to tax and interestsuch tax) imposed with respect to the transfer of Assets (including the Real Property) to Buyer ("Transaction Taxes")) incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by Buyer, to the extent that Buyer is legally obligated to pay those Transaction Taxes, and shall be borne by the Seller, to the extent that Seller is legally obligated to pay Transaction Taxes, regardless of whether the tax authority seeks to collect such Taxes from Seller or Buyer. Buyer and the Seller shall cooperate in timely making and filing all Tax Returns as may be required to comply with the provisions of laws relating to such Transaction Taxes. Seller shall prepare all tax filings related to any Transaction Taxes (other than with respect to Real Property and motor vehicle title transfer and registration, which shall be prepared by Buyer). Seller shall bear and be responsible for any costs similar to Transaction Taxes imposed by any Governmental Body other than the State of Hawaii or one of its political subdivisionsTaxes. Fifteen (15) days prior to making any such filings, the filing party Seller shall provide to the nonfiling party the filing partyBuyer Seller's work papers for the nonfiling partyBuyer's review and approval. Ten (10) days prior to the filing date, the non-filing party Buyer shall provide to the filing party Seller approval of such work papers. Buyer shall also be responsible for (i) administering the payment of such Transaction Taxes, (ii) defending or pursuing any Proceedings proceedings related thereto, and (iii) paying any expenses related thereto. Seller shall give prompt written notice to Buyer of any proposed adjustment or assessment of any Transaction Taxes with respect to the transaction, or of any examination of said transaction in a sales, use, transfer or similar tax audit. In any proceedings, whether formal or informal, Seller shall permit Buyer to participate and control the defense of such proceeding and shall take all actions and execute all documents required to allow such participation. Seller shall not negotiate a settlement or compromise of any Transaction Taxes without the prior written consent of Buyer, which consent shall not be unreasonably withheldwithheld or delayed.

Transaction Taxes. Buyer shall bear and be responsible for paying any Hawaii Any sales, use, transfer, documentary, registration, business and occupation registration and other similar Taxes, other than Hawaii General Excise Taxes, if any, taxes (including related penalties (civil or criminal), additions to tax and interest) imposed by any Governmental Entity with respect to the transfer of Assets transactions (including other than the Real PropertyPre-Closing Transactions) to Buyer contemplated by this Agreement ("Transaction Taxes"), regardless of whether the tax authority seeks to collect such Taxes from Seller or Buyer. Seller shall prepare all tax filings related to any Transaction Taxes (other than with respect to Real Property and motor vehicle title transfer and registration, which ) shall be prepared paid by the party having primary liability therefor under applicable Law (or, if Seller and DEI, on the one hand, and Buyer, on the other hand, share primary liability under applicable Law, then such Transaction Tax shall be shared equally). Seller and/or DEI shall bear and be responsible for required to pay any costs similar to Transaction Taxes imposed by any Governmental Body other than Entity with respect to the State of Hawaii or one of its political subdivisionsPre-Closing Transactions. Fifteen (15) days prior The party required to making pay any such filings, the filing party Transaction Tax shall provide written notice to the nonfiling other party of the filing party's work papers payment of and/or a written response to such other party upon any request for information regarding the nonfiling party's review and approvalstatus of any Transaction Taxes. Ten (10) days prior to the filing date, the non-filing Such paying party shall provide to the filing party approval of such work papers. Buyer shall also be responsible for (i) administering the payment of such Transaction Taxes, (ii) defending or pursuing any Proceedings proceedings related thereto, and (iii) paying any expenses related thereto. Seller Such paying party shall give prompt written notice to Buyer the other party of any proposed adjustment or assessment of any Transaction Taxes with respect to the transaction, or of any examination of said transaction the transactions contemplated hereby in a sales, use, transfer or similar tax audit. In any proceedings, whether formal or informal, Seller Neither party shall permit Buyer to participate and control the defense of such proceeding and shall take all actions and execute all documents required to allow such participation. Seller shall not negotiate a settlement or compromise of any Transaction Taxes for which the other party has liability under applicable Law without the prior written consent of Buyersuch other party, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to the Approved Deferred Stores, within twenty (20) Business Days following the Subsequent Closing Date, Buyer shall cause the Company to (a) provide DEI and Seller with a copy of a valid seller's permit (or equivalent retailer's license) in all states where the Approved Deferred Stores are located and in which the Company is engaged or will be engaged in the business of selling retail merchandise and (b) certify that the inventory property of the Approved Deferred Stores will be sold at retail.