Income and Transfer Taxes. All income, transfer, registration, sales and use, excise, franchise and similar Taxes and fees of any kind (including all penalties and interest) which arise from, in connection with or are imposed incident to the sale of the Assets or any other transaction that occurs pursuant to this Agreement shall be borne and timely paid (without penalty or distraint) solely by the Company.
Income and Transfer Taxes. All liabilities for income and franchise or gross margin or similar Taxes of Seller or any affiliate of Seller arising in connection with the Assets, the operation of the Assets or the Assumed Liabilities for any period ending on or before the Effective Date (including any liabilities pursuant to any tax sharing agreement, tax indemnification or similar arrangement) or in connection with the transaction contemplated by this Agreement and any liability for unpaid Taxes of any person under Treasury Regulation Section. 1.1502-6 (or any similar provision of state, local or non-U.S. law), as a transferee or successor, by contract or otherwise (“Retained Income Tax Liability”) shall be a Retained Liability.
Income and Transfer Taxes. Notwithstanding the foregoing, all income Taxes accruing to Seller with respect to the transactions contemplated in this Agreement shall be paid by Seller. All excise, sales, use, transfer, including real property transfer or gains, stamp, documentary, filing, recordation, and other similar Taxes, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties, attributable to the transactions contemplated by this Agreement (the “Transfer Taxes”), shall be borne by the party on which they are primarily imposed under applicable Law; provided, that Seller and Buyer shall each pay fifty percent (50%) of any such Transfer Taxes imposed upon the Companies. Any Tax Returns that must be filed in connection with Transfer Taxes shall be prepared and filed when due by the party primarily or customarily responsible under the applicable local Law for filing such Tax Returns, and such party will use its reasonable efforts to provide such Tax Returns to the other party at least 10 days prior to the due date for such Tax Returns.
Income and Transfer Taxes. Notwithstanding the foregoing, all income Taxes and other Taxes measured by income or earned surplus accruing to Company, Sellers, Investors or Owners, with respect to the transactions contemplated in this Agreement or otherwise shall be paid by Sellers. Except as specifically provided herein, all real property transfer taxes, stamp, documentary, filing, recordation, and other similar Taxes, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties, attributable to the transactions contemplated by this Agreement (the “Transfer Taxes”), shall be borne by the party on which they are primarily imposed under applicable Law. Any Tax Returns that must be filed in connection with Transfer Taxes shall be prepared and filed when due by the party primarily or customarily responsible under the applicable local Law for filing such Tax Returns, and such party will use its reasonable efforts to provide such Tax Returns to the other party at least 10 days prior to the due date for such Tax Returns.
