Common use of Transfer Taxes and Other Costs Clause in Contracts

Transfer Taxes and Other Costs. (a) All Transfer Taxes payable on or in connection with the transfer of the Transferred Assets to Purchaser and the transactions contemplated by this Agreement shall be shared equally by Seller and Purchaser. (b) The Party responsible under applicable Law for filing the applicable Tax Return with respect to such Transfer Tax shall prepare and file all necessary Tax Returns and other documentation required to be filed by it with respect to all Transfer Taxes, and, if required by applicable Law, the Parties will, and will cause their applicable Affiliates to, join in the execution of any such Tax Returns and other documentation. Seller and Purchaser agree to cooperate with each other in the filing of any Tax Returns with respect to Transfer Taxes, including by promptly supplying any information in its possession that is reasonably necessary to complete such Tax Returns and other documentation. (c) All out-of-pocket costs and fees incurred by Seller and any of its Affiliates related or necessary to prepare and transfer the Transferred Assets or the Assumed Liabilities to Purchaser in accordance with the terms of this Agreement or any Ancillary Agreement, shall be the obligations of and paid solely by Purchaser when due; provided, that no amount shall be incurred by Seller without the prior written consent of Purchaser unless it is listed on Schedule 3.03(c) and, provided, further, that if any such amount has been paid by Seller or any of its Affiliates, Purchaser shall, subject to receipt of satisfactory evidence of such Person’s payment thereof, promptly reimburse Seller. For the avoidance of doubt, Seller shall be responsible for the Transaction Expenses. (d) All out-of-pocket costs and expenses associated with removing and moving any Transferred Asset to a location designated by Purchaser shall be borne and paid solely by Purchaser when due; provided, that no amount shall be incurred by Seller without the prior written consent of Purchaser unless it is listed on Schedule 3.03(d) and, provided, further, that if any such amount shall be incurred by Seller (after written consent of Purchaser unless such costs or expenses are listed on Schedule 3.03(d), Purchaser shall, subject to receipt of satisfactory evidence of Seller’s payment thereof, promptly reimburse Seller.

Transfer Taxes and Other Costs. (a) All Transfer Taxes payable on or in connection with the transfer of the Transferred Assets and Transferred Equity Interests to Purchaser Buyer or its Affiliates and the transactions contemplated by this Agreement Transactions shall be shared equally borne and paid solely by Buyer when due in compliance with applicable Transfer Tax laws; provided, however, that if Seller determines (in its sole reasonable discretion) that it is required by applicable Law to pay any Transfer Taxes, then Seller shall pay such Transfer Taxes, and PurchaserBuyer shall, subject to receipt of reasonably satisfactory evidence of Seller’s payment thereof, promptly reimburse Seller in U.S. dollars (or, at Seller’s request, reimburse an Asset Selling Affiliate in local currency), whether or not such Transfer Taxes were correctly or legally imposed by the applicable Governmental Entity. (b) The Party responsible under applicable Law for filing the applicable Tax Return with respect to such Transfer Tax Each of Seller and Buyer shall prepare and timely file all necessary Tax Returns and other documentation required to be filed by it with respect to all Transfer TaxesTaxes that such party is responsible to file under applicable Laws, and, if required by applicable Law, the Parties parties will, and will cause their applicable Affiliates to, join in the execution of any such Tax Returns and other documentation. Seller and Purchaser agree Furthermore, each party shall, to the extent permitted by applicable Law, reasonably cooperate with each other in to reduce or eliminate the filing amount of any Transfer Tax Returns with respect to Transfer Taxesthe transactions contemplated by the Agreement, including by promptly supplying executing and filing any information in its possession that is forms or certificates reasonably necessary required to complete such Tax Returns and other documentationclaim an available reduced rate of, or exemption from, Transfer Taxes. (c) Buyer shall provide Seller with a preliminary list of Buyer’s Affiliates that Buyer expects will be designated pursuant to Section 2.02(f) to purchase the Transferred Assets and Transferred Equity Interests. By the later of (w) 30 days after Seller receives such list and (x) 45 days after the date of this Agreement, Seller will provide to Buyer a memorandum describing the estimated expected Transfer Taxes with respect to the Principal Closing in sufficient detail so as to reasonably inform Buyer of the basis on which such expected Transfer Taxes were computed and whether any exemptions or reductions in such Transfer Taxes were taken into account. By the earlier of (y) 180 days after the Principal Closing Date or (z) 90 days prior to each Non-Principal Country Unit Closing Date, Seller shall provide to Buyer a memorandum describing the estimated expected Transfer Taxes with respect to each Non-Principal Closing in sufficient detail so as to reasonably inform Buyer of the basis on which such expected Transfer Taxes were computed and whether any exemptions or reductions in such Transfer Taxes were taken into account. Subject to Buyer providing Seller, at Seller’s request, with a list of Buyer’s Affiliates that Buyer has designated pursuant to Section 2.02(f) to purchase the Transferred Assets and Transferred Equity Interests at least 30 days prior to the Applicable Closing Date, Seller shall deliver to Buyer at least 20 days before the Applicable Closing Date an updated memorandum describing in the aforementioned detail the expected Transfer Taxes with respect to the Applicable Closing by Seller or any Asset Selling Affiliate as reasonably determined by Seller. The determination of whether any exemption from (or reduction in) Transfer Taxes is available with respect to the consummation of the Transactions shall be made by Seller in its reasonable discretion after having reasonably consulted with Buyer during the time periods provided above in this Section 2.06(c) and taking into account any reasonable comments made by Buyer as part of such consultation. In making such determination, Seller shall take into account any duly completed exemption certificates delivered to it from Buyer no later than 10 days prior to the Applicable Closing Date to which the certificate relates. (d) All out-of-pocket costs and fees incurred by Seller and any associated with transferring to Buyer or one of its Affiliates related or necessary to prepare and transfer the Transferred Assets IP, the Transferred IT and marketing authorizations for the Products conveyed to Buyer or its Affiliates at the Assumed Liabilities to Purchaser in accordance with the terms of this Agreement or any Ancillary Agreement, Applicable Closing shall be the obligations of borne and paid solely by Purchaser Buyer when due; provided, that no amount shall be incurred by Seller without the prior written consent of Purchaser unless it is listed on Schedule 3.03(c) and, provided, furtherhowever, that if any such amount has been paid shall be incurred by Seller or any of its Affiliates, Purchaser Buyer shall, subject to receipt of satisfactory evidence of such Person’s the payment thereofthereof by Seller or any of its Affiliates, as applicable, promptly reimburse Seller. For the avoidance of doubt, Seller shall be responsible for the Transaction Expensesor such Affiliate. (de) All out-of-pocket costs and expenses associated with removing and moving any Transferred Asset to a location designated by Purchaser Buyer shall be borne and paid solely by Purchaser Buyer when due; provided, that no amount shall be incurred by Seller without the prior written consent of Purchaser unless it is listed on Schedule 3.03(d) and, provided, furtherhowever, that if any such amount shall be incurred by Seller (after written consent or any of Purchaser unless such costs or expenses are listed on Schedule 3.03(d)its Affiliates, Purchaser Buyer shall, subject to receipt of satisfactory evidence of Seller’s the payment thereofthereof by Seller or any of its Affiliates, as applicable, promptly reimburse SellerSeller or such Affiliate.

Transfer Taxes and Other Costs. (a) All Transfer Taxes payable imposed on or in connection with the transfer of the Transferred Equity Interests and the Transferred Assets to Purchaser Buyer and assumption of the transactions contemplated Assumed Liabilities by this Agreement Buyer shall be shared equally borne and paid solely by Buyer when due in compliance with applicable Transfer Tax laws; provided, however, that if Seller is required by applicable Law to pay any such Transfer Taxes, then Seller shall pay such Transfer Taxes, and PurchaserBuyer shall, subject to receipt of reasonably satisfactory evidence of Seller’s payment thereof, promptly reimburse Seller, whether or not such Transfer Taxes were correctly or legally imposed by the applicable Governmental Entity. (b) The Party responsible under applicable Law for filing Subject to Buyer providing Seller, at Seller’s request, with a list of Buyer’s Affiliates that Buyer has designated pursuant to Section 2.02(f) to purchase Transferred Assets or Transferred Equity Interests at least thirty (30) calendar days prior to the applicable Tax Return Applicable Closing Date, Seller shall deliver to Buyer at least twenty-five (25) calendar days before the Applicable Closing Date a schedule of expected Transfer Taxes with respect to such the Applicable Closing by Seller or any Selling Affiliate as reasonably determined by Seller. Seller shall cooperate, as reasonably requested by Buyer, to minimize the amount of Transfer Taxes payable, including by claiming any available exemption or any available refund, credit or other recovery, and by executing and filing any invoices, forms or certificates reasonably required. The parties shall provide each other with any information reasonably requested in order to comply with applicable Transfer Tax Laws, where such information is connected with the Transfer Tax treatment or position in connection with the Transactions. The amount of any refund, credit or other recovery received or utilized by Seller of any Transfer Taxes shall prepare be paid promptly by Seller to Buyer. (c) Seller and Buyer shall file all necessary Tax Returns and other documentation required to be filed by it with respect to all Transfer Taxes, and, if required by applicable Law, the Parties parties will, and will cause their applicable Affiliates to, join in the execution of any such Tax Returns and other documentation. Seller and Purchaser agree Buyer shall cooperate to cooperate with each other minimize any Transfer Taxes described in Section 2.06(a) to the filing greatest extent permitted by applicable Law, including pursuant to any available exemption. Subject to the provisions of Section 2.06(d), the parties intend that, to the extent permitted by applicable Law, sales of the Transferred Assets pursuant to this Agreement will be treated as a transfer of a going concern for VAT purposes. (d) As between Buyer and Seller, the determination of the amount of any Tax Returns Transfer Taxes (including whether any exemption from (or reduction in) Transfer Taxes is available) required to be paid to a Governmental Entity with respect to Transfer Taxes, including the consummation of the Transactions shall be made by promptly supplying any information Seller in good faith in its possession that is reasonably necessary to complete such Tax Returns and other documentation. (c) All out-of-pocket costs and fees incurred by Seller and any of its Affiliates related or necessary to prepare and transfer the Transferred Assets or the Assumed Liabilities to Purchaser in accordance with the terms of this Agreement or any Ancillary Agreement, shall be the obligations of and paid solely by Purchaser when duesole reasonable discretion; provided, however, that no amount if Buyer reasonably disagrees with Seller’s determination with respect to any Transfer Tax and obtains prior to the applicable due date of the Transfer Tax (or prior to any other relevant date) a Reliance Opinion (which Reliance Opinion shall be addressed to Buyer or an Affiliate of Buyer, and not to Seller, but a copy of which is provided to Seller) to support Buyer’s position (it being agreed that Seller shall reimburse Buyer for half of any cost and expense incurred in obtaining such Reliance Opinion), then Buyer’s position shall control. Subject to the above, Seller shall control any Tax Proceeding relating to the availability of any exemption from Transfer Taxes required to be paid with respect to the consummation of the Transactions ; provided that Seller shall provide Buyer with a timely and reasonably detailed account of each phase of such Tax Proceeding, shall consult with Buyer before taking any significant action in connection with such Tax Proceeding, shall provide Buyer with drafts of any written materials prepared in connection with such Tax Proceeding, shall reflect any reasonable comments provided by Seller Buyer in respect of any written materials prepared in connection with such Tax Proceeding and shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Purchaser unless it is listed on Schedule 3.03(cBuyer, such consent not to be unreasonably withheld. (e) andAll costs and fees (other than Transfer Taxes, provided, further, that if Seller’s legal expenses and any such amount has been paid by allocation of corporate overhead of Seller or any of its Affiliates) associated with transferring to Buyer or one of its Affiliates the Transferred IP, Purchaser shall, subject to receipt of satisfactory evidence of such Person’s payment thereof, promptly reimburse Seller. For the avoidance of doubt, Seller shall be responsible Transferred IT and marketing authorizations for the Transaction Expenses. (d) All out-of-pocket costs and expenses associated with removing and moving any Transferred Asset Products conveyed to a location designated by Purchaser Buyer at the Applicable Closing shall be borne and paid solely by Purchaser Buyer and when due; provided, that no amount shall be incurred by Seller without the prior written consent of Purchaser unless it is listed on Schedule 3.03(d) and, provided, furtherhowever, that if any such amount shall be incurred by Seller (after written consent of Purchaser unless such costs or expenses are listed on Schedule 3.03(d)Seller, Purchaser Buyer shall, subject to receipt of satisfactory evidence of Seller’s payment thereof, promptly reimburse Seller. (f) All costs and expenses (other than Transfer Taxes) associated with removing and moving any tangible Transferred Asset to a location designated by Buyer shall be borne and paid solely by Buyer when due; provided, however, that if any such amount shall be incurred by Seller, Buyer shall, subject to receipt of satisfactory evidence of Seller’s payment thereof, promptly reimburse Seller.

Transfer Taxes and Other Costs. (a) All Transfer Taxes payable on or in connection with the transfer of the Transferred Assets to Purchaser Buyer and the transactions contemplated by this Agreement Transactions shall be shared equally borne and paid solely by Buyer when due in compliance with applicable Transfer Tax laws; provided, however, that if Seller determines (in accordance with Section 2.06(c)) that it is required by applicable Law to pay any Transfer Taxes, then Seller shall pay such Transfer Taxes, and PurchaserBuyer shall, subject to receipt of reasonably satisfactory evidence of Seller’s payment thereof, promptly reimburse Seller in dollars (or, at Seller’s request, reimburse a Selling Affiliate in local currency), whether or not such Transfer Taxes were correctly or legally imposed by the applicable Governmental Entity. (b) The Party responsible under applicable Law for filing the applicable Tax Return with respect to such Transfer Tax Seller and Buyer shall prepare and file all necessary Tax Returns and other documentation required to be filed by it with respect to all Transfer Taxes, and, if required by applicable Law, the Parties parties will, and will cause their applicable Affiliates to, join in the execution of any such Tax Returns and other documentation. In order to assist Seller with invoicing, as soon as practicable and Purchaser agree in no event later than thirty (30) calendar days prior to cooperate with the Applicable Closing Date, Buyer shall identify to Seller the Affiliate or Affiliates of Buyer in each other in Country Unit that will acquire the filing of any Tax Returns with respect Transferred Assets and assume the Assumed Liabilities related to Transfer Taxes, including by promptly supplying any information in its possession that is reasonably necessary to complete such Tax Returns and other documentationCountry Unit. (c) All out-of-pocket costs Seller and fees incurred Buyer agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Taxing Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Transfer Tax. The determination of whether any exemption from (or reduction in) Transfer Taxes is available with respect to the consummation of the Transactions shall be made by Seller in its reasonable discretion after having reasonably consulted with Buyer and taking into account any of its Affiliates related or necessary to prepare and transfer the Transferred Assets or the Assumed Liabilities to Purchaser in accordance with the terms of this Agreement or any Ancillary Agreement, shall be the obligations of and paid solely reasonable comments made by Purchaser when due; provided, that no amount shall be incurred by Seller without the prior written consent of Purchaser unless it is listed on Schedule 3.03(c) and, provided, further, that if any such amount has been paid by Seller or any of its Affiliates, Purchaser shall, subject to receipt of satisfactory evidence Buyer as part of such Person’s payment thereof, promptly reimburse Sellerconsultation. For the avoidance of doubtIn making such determination, Seller and Buyer shall be responsible for take into account any duly completed exemption certificates delivered to Seller from Buyer no later than 10 calendar days prior to the Transaction ExpensesApplicable Closing Date to which the certificate relates. (d) All out-of-pocket reasonable costs and expenses fees associated with removing transferring to Buyer or one of its Affiliates the Transferred IP, the Transferred IT and moving any Transferred Asset marketing authorizations for the Products conveyed to a location designated by Purchaser Buyer or its Affiliate at the Applicable Closing shall be borne and paid solely by Purchaser Buyer when due; provided, that no amount shall be incurred by Seller without the prior written consent of Purchaser unless it is listed on Schedule 3.03(d) and, provided, furtherhowever, that if any such amount shall be incurred by Seller (after written consent of Purchaser unless such costs or expenses are listed on Schedule 3.03(d)Seller, Purchaser Buyer shall, subject to receipt of satisfactory evidence of Seller’s payment thereof, promptly reimburse Seller. (e) All reasonable costs and expenses associated with removing and moving any Transferred Asset to a location designated by Buyer shall be borne and paid solely by Buyer when due; provided, however, that if any such amount shall be incurred by Seller, Buyer shall, subject to receipt of satisfactory evidence of Seller’s payment thereof, promptly reimburse Seller.

Transfer Taxes and Other Costs. (a) All Transfer Taxes payable on or in connection with the transfer of the Transferred Assets to Purchaser Buyer and the transactions contemplated by this Agreement shall be shared equally borne and paid solely by Buyer when due in compliance with applicable Transfer Tax Laws; provided that if Seller is required by applicable Law to pay any Transfer Taxes, then Seller shall pay such Transfer Taxes, and PurchaserBuyer shall, subject to receipt of reasonably satisfactory evidence of Seller’s payment thereof, promptly reimburse Seller in dollars (or, at Seller’s request, reimburse a Selling Affiliate in local currency), whether or not such Transfer Taxes were correctly or legally imposed by the applicable Governmental Authority. (b) The Party responsible under applicable Law for filing the applicable Tax Return with respect to such Transfer Tax Buyer shall prepare and file all necessary Tax Returns and other documentation required to be filed by it with respect to all Transfer Taxes, and, if required by applicable Law, the Parties parties will, and will cause their applicable Affiliates to, join in the execution of any such Tax Returns and other documentation. Seller and Purchaser agree to cooperate with each other in the filing of any Tax Returns with respect to Transfer Taxes, including by promptly supplying any information in its possession that is reasonably necessary to complete such Tax Returns and other documentation. (c) All out-of-pocket costs and fees incurred The determination of whether any exemption from (or reduction in) Transfer Taxes is available with respect to the consummation of the transactions contemplated by this Agreement shall be made by Seller and any of in its Affiliates related or necessary to prepare and transfer the Transferred Assets or the Assumed Liabilities to Purchaser in accordance with the terms of this Agreement or any Ancillary Agreement, shall be the obligations of and paid solely by Purchaser when due; provided, that no amount shall be incurred by Seller without the prior written consent of Purchaser unless it is listed on Schedule 3.03(c) and, provided, further, that if any reasonable discretion. In making such amount has been paid by Seller or any of its Affiliates, Purchaser shall, subject to receipt of satisfactory evidence of such Person’s payment thereof, promptly reimburse Seller. For the avoidance of doubtdetermination, Seller shall be responsible for take into account any duly completed exemption certificates delivered to it from Buyer no later than ten (10) calendar days prior to the Transaction ExpensesClosing. (d) All out-of-pocket costs and expenses fees associated with removing transferring to Buyer or one of its Affiliates the Transferred IP, the Transferred IT and moving any Transferred Asset Regulatory Registrations for the Products conveyed to a location designated by Purchaser Buyer at the Closing shall be borne and paid solely by Purchaser Buyer when due; provided, that no amount shall be incurred by Seller without the prior written consent of Purchaser unless it is listed on Schedule 3.03(d) and, provided, further, provided that if any such amount shall be incurred by Seller (after written consent of Purchaser unless such costs or expenses are listed on Schedule 3.03(d)Seller, Purchaser Buyer shall, subject to receipt of satisfactory evidence of Seller’s payment thereof, promptly reimburse Seller. (e) All costs and expenses associated with removing and moving any Transferred Asset to a location designated by Buyer shall be borne and paid solely by Buyer when due; provided that if any such amount shall be incurred by Seller, Buyer shall, subject to receipt of satisfactory evidence of Seller’s payment thereof, promptly reimburse Seller.