Transfer Taxes and Apportioned Obligations. (a) All amounts payable hereunder or under any Ancillary Agreement are exclusive of all recordation, transfer, documentary, stamp, conveyance or other similar Taxes (excluding any Indirect Taxes) imposed or levied by reason of, in connection with or attributable to this Agreement and the Ancillary Agreements or the transactions contemplated hereby and thereby (collectively, “Transfer Taxes”). Buyer shall be responsible for the payment of all Transfer Taxes, and shall pay all amounts due and owing in respect of any Transfer Taxes, these amounts in addition to the sums otherwise payable, at the rate in force at the due time for payment or such other time as is stipulated under applicable Law.
Transfer Taxes and Apportioned Obligations. (a) All sales, use, goods and services, value added, excise, and other Taxes (but excluding any Taxes based on or attributable to income for capital gains), duties or charges of a similar nature imposed by any Governmental Authority, or other taxing authority in connection with the transfer of the Purchased Assets or Product Business to Purchaser (collectively, “Transfer Taxes”) shall be borne [***]. The Party responsible for filing any Tax Return relating to any Transfer Tax shall prepare and file such Tax Return at its expense, provided, that such Party shall deliver a copy of such Tax Return to the other Party at least [***] prior to the due date for such Tax Return and such other Party shall deliver to the Party that prepared such Tax Return such other Party’s [***] share of the Transfer Tax due in connection with filing such Tax Return at least [***] prior to such due date. Each of Seller and Purchaser shall take any action reasonably requested by the other Party in connection with preparing and filing any Tax Return relating to any Transfer Tax, and shall use commercially reasonable efforts to minimize obligations relating to Transfer Taxes as a result of the Transactions contemplated by this Agreement.
Transfer Taxes and Apportioned Obligations. (a) All amounts payable hereunder or under any Ancillary Agreement are exclusive of all recordation, transfer, documentary, excise, sales, value added, use, stamp, conveyance or other similar Taxes, duties or governmental charges, and all recording or filing fees or similar costs, imposed or levied by reason of, in connection with or attributable to this Agreement and the Ancillary Agreements or the transactions contemplated hereby and thereby (collectively, “Transfer Taxes”). Horizon shall be solely responsible for the payment of all Transfer Taxes, and shall pay all amounts due and owing in respect of any Transfer Taxes, these amounts in addition to the sums otherwise payable, at the rate in force at the due time for payment or such other time as is stipulated under applicable Law.
Transfer Taxes and Apportioned Obligations. (i) Purchaser shall and LivaNova shall, and shall cause their respective subsidiaries to, cooperate in timely making all filings, returns, reports and forms as may be required in connection with payment of any Transfer Taxes. LivaNova shall, and shall cause its subsidiaries (as applicable), or Purchaser, as applicable, shall execute and deliver all instruments and certificates necessary to enable the other to comply with any filing requirements relating to any such Transfer Taxes.
Transfer Taxes and Apportioned Obligations. (a) All amounts payable hereunder are exclusive of all recordation, transfer, documentary, excise, sales, value added, use, stamp, conveyance or other similar Taxes, duties or governmental charges, and all recording or filing fees or similar costs, imposed or levied by reason of, in connection with or attributable to this Agreement or the transactions contemplated hereby (collectively, “Transfer Taxes”). Transfer Taxes shall be borne 50% by Seller and 50% by Purchaser. Seller and Purchaser shall reasonably cooperate to minimize, or eliminate, any such Transfer Taxes that might be imposed under applicable Laws. The non-paying Party liable for such Transfer Taxes pursuant to this Section 6.3.1(a) shall promptly reimburse the paying Party for their portion of such Transfer Taxes in accordance with Section 6.3.1(c).
Transfer Taxes and Apportioned Obligations. (a) All amounts payable hereunder or under any Ancillary Agreement are exclusive of all recordation, transfer, documentary, stamp, conveyance or other similar Taxes imposed or levied by reason of, in connection with or attributable to this Agreement and the Ancillary Agreements or the transactions contemplated hereby and thereby (collectively, “Transfer Taxes”) (for the avoidance of doubt, value added Taxes, goods and services Taxes and other similar Taxes are not Transfer Taxes). Buyer and Sellers shall be equally responsible for the payment of all Transfer Taxes to a U.S. Taxing Authority and Seller shall be responsible and pay all Transfer Taxes payable to a non-U.S. Taxing Authority, and each such Party shall pay all amounts due and owing in respect of any Transfer Taxes, these amounts in addition to the sums otherwise payable, at the rate in force at the due time for payment or such other time as is stipulated under applicable Law. Buyer and Sellers shall cooperate in the filing of any returns with respect to Transfer Taxes, including by promptly supplying any information in their respective possession that is reasonably necessary to complete such returns.
Transfer Taxes and Apportioned Obligations. (a) All amounts payable hereunder or under any Ancillary Agreement are exclusive of all recordation, transfer, documentary, excise, sales, value added, use, stamp, conveyance or other similar Taxes, imposed or levied by reason of, in connection with or attributable to this Agreement and the Ancillary Agreements or the transactions contemplated hereby and thereby (collectively, “Transfer Taxes”). Each of Buyer and Seller shall file the appropriate Tax Returns in respect of Transfer Taxes and shall pay all such amounts due and owing. The other Party shall have the right to review such Tax Returns prior to filing and provide comments with respect thereto. The filing Party shall incorporate any reasonable comments received from the other Party with respect to such Tax Returns. Each party shall economically be responsible for the payment of fifty percent (50%) of any Transfer Taxes, and shall pay the other party that files and is required to pay the Transfer Taxes fifty percent (50%) of such amounts, these amounts in addition to the sums otherwise payable, at the rate in force at the due time for payment or such other time as is stipulated under applicable Law; provided, however, that Buyer and Seller, as the case may be, shall be responsible for all interest, penalties, additions, or additional amounts imposed as a result of such Party’s failure to timely pay its share (as determined under this Section 5.8.2)
Transfer Taxes and Apportioned Obligations. (a) All recordation, transfer, documentary, excise, sales, value added, use, stamp, conveyance or other similar Taxes, duties or governmental charges, and all recording or filing fees or similar costs, imposed or levied by reason of, in connection with or attributable to this Agreement and the Ancillary Agreements or the Transactions (collectively, “Transfer Taxes”) shall be paid 50% by Buyer and 50% by Seller at the due time for payment or such other time as is stipulated under applicable Law. The Seller and the Buyer shall cooperate in the timely preparation of all Tax Returns as may be required in connection therewith, and the Buyer, at its own expense, shall file, or cause to be filed, all such Tax Returns.
Transfer Taxes and Apportioned Obligations. (a) All amounts due under this Agreement are exclusive of sales, use, goods and services, value added, excise, and other Taxes, duties or charges of a similar nature imposed by any Governmental Authority, or other taxing authority. If any sales, use, goods and services, value added, excise, or other Taxes, duties or charges of a similar nature will be chargeable with respect to payments or transactions hereunder, Buyer shall pay, or upon receipt of invoice from Seller shall reimburse Seller for, these amounts at the rate in force at the due time for payment or such other time as is stipulated under the relevant legislation. Each of Seller and Buyer shall use commercially reasonable efforts to minimize obligations relating to Taxes of the nature described in this Section 5.13.1 as a result of the transactions contemplated by this Agreement.
Transfer Taxes and Apportioned Obligations. Buyer and Seller shall cooperate in the preparation, execution and filing of all Returns, questionnaires, applications or other documents regarding any real property transfer, sales, use, and stamp taxes, any transfer, recording, registration and other fees and any similar taxes that become payable as a direct result of the transaction contemplated hereby ("Transfer Taxes"). The Transfer Taxes that become payable as a result of the transfer pursuant to this Agreement and as a result of the sale of the Assets shall be paid by Seller. Notwithstanding the foregoing, the Approval Order shall contain a provision that the sale, transfer, assignment and conveyance of the Transferred Assets and Assumed Liabilities to Buyer hereunder shall be entitled to the protections afforded under Section 1146 of the Bankruptcy Code.
