Common use of Payment of Sales, Use or Similar Taxes Clause in Contracts

Payment of Sales, Use or Similar Taxes. Purchaser and Seller shall each be responsible for any federal, state, local or foreign sales Taxes applicable in their respective jurisdictions to the Purchased Assets and Purchased Shares and all other applicable sales, use, value-added, stamp, documentary, filing, recording, real estate transfer, stock transfer, gross receipts, registration, duty, securities transactions, transfer or similar fees or Taxes or governmental charges (including real property transfer gains Taxes, UCC3 filing fees, FAA, ICC, DOT, real estate and motor vehicle registration, title recording or filing fees and other amounts payable in respect of transfer filings) in connection with the transactions contemplated by this Agreement (other than Taxes measured by or with respect to income imposed on Seller or its Affiliates) (collectively, “Transfer Taxes”). Purchaser shall file all necessary documents (including all Tax Returns) with respect to all such amounts in a timely manner. To the extent Seller has any Liability for any Transfer Taxes under this Section 11.1.

Payment of Sales, Use or Similar Taxes. Purchaser and Seller Sellers shall each be responsible for one-half of any federal, state, local or foreign sales Taxes applicable in their respective jurisdictions to the Purchased Assets and Purchased Shares and all other applicable sales, use, value-added, stamp, documentary, filing, recording, real estate transfer, stock transfer, gross receipts, registration, duty, securities transactions, transfer or similar fees or Taxes or governmental charges (including real property transfer gains Taxes, UCC3 filing fees, FAA, ICC, DOT, real estate and motor vehicle registration, title recording or filing fees and other amounts payable in respect of transfer filings) in connection with the transactions contemplated by this Agreement (other than Taxes measured by or with respect to income imposed on Seller Sellers or its their Affiliates) (collectively, “Transfer Taxes”). Purchaser shall file all necessary documents (including all Tax Returns) with respect to all such amounts in a timely manner. To the extent Seller has any Liability for any Transfer Taxes under this Section 11.112.1, Seller shall make payment in accordance with Section 12.4(b)(ii).