TRANSFERRED TO BUYERS, AS SET FORTH IN SECTION 4.9 HEREUNDER;
(III)
ANY LIABILITY OR OBLIGATION OF SELLERS UNDER, OR FOR COSTS AND
EXPENSES IN CONNECTION WITH THE NEGOTIATION AND EXECUTION OF, THIS AGREEMENT OR
THE ANCILLARY AGREEMENTS OR THE CONSUMMATION OF THE TRANSACTIONS (IN EACH CASE,
OTHER THAN AS SET FORTH IN THIS AGREEMENT);
(IV)
ANY LIABILITY OR OBLIGATION OF SELLERS AND THEIR AFFILIATES UNDER
ANY ACQUIRED CONTRACT, TO THE EXTENT NOT ASSUMED BY BUYERS PURSUANT TO
SECTION 1.3(A)(II);
(V)
LIABILITIES OR OBLIGATIONS RELATED TO ANY EXCLUDED ASSET;
(VI)
ANY LIABILITY OR OBLIGATION FOR EXCLUDED TAXES (AS DEFINED BELOW)
AND ANY LIABILITY OR OBLIGATION FOR TRANSFER TAXES TO THE EXTENT SELLERS ARE
RESPONSIBLE FOR SUCH TRANSFER TAXES PURSUANT TO SECTION 1.4(B);
(VII)
ALL INTER-COMPANY ACCOUNTS BETWEEN A SELLER AND ANY OF ITS
AFFILIATES; AND
(VIII)
ALL LIABILITIES OR OBLIGATIONS FOR MONEY BORROWED OR RELATING TO
ANY INDEBTEDNESS OR ACCOUNTS PAYABLE OF SELLERS OR THEIR AFFILIATES (INCLUDING
THE BUSINESS).
Sellers shall remain solely and exclusively liable for the Excluded Liabilities.
1.4
TAXES.
(A)
PROPERTY TAXES AND ASSESSMENTS.
IN THE CASE OF PERSONAL PROPERTY
TAXES AND SPECIAL ASSESSMENTS RELATING TO THE TRANSFERRED ASSETS, SELLERS SHALL
BE RESPONSIBLE FOR AND SHALL PAY THEIR PRO RATA PORTION OF SUCH TAXES ALLOCABLE
TO THE PERIOD ENDING ON THE CLOSING DATE, AND BUYERS SHALL BE RESPONSIBLE FOR
AND SHALL PAY THEIR PRO RATA PORTION OF SUCH TAXES ALLOCABLE TO THE PERIOD AFTER
THE CLOSING DATE.
SELLERS AND BUYERS SHALL COOPERATE IN TIMELY MAKING ALL
FILINGS, RETURNS, REPORTS, AND FORMS AS MAY BE REQUIRED TO COMPLY WITH THE
PROVISIONS OF THE RELEVANT TAX LAWS.
IN THE EVENT THAT ONE OF THE PARTIES PAYS
SUCH TAXES ATTRIBUTABLE TO A PERIOD FOR WHICH THE
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OTHER PARTY IS RESPONSIBLE, THE OTHER PARTY SHALL PROMPTLY REIMBURSE THE PAYING
PARTY FOR ITS SHARE OF SUCH TAXES.
(B)
TRANSFER TAXES.
SELLERS, ON THE ONE HAND, AND BUYERS, ON THE
OTHER HAND, SHALL EACH BEAR AND BE RESPONSIBLE FOR FIFTY PERCENT (50%) OF THE
AMOUNT OF ANY SALES, USE, TRANSFER, DOCUMENTARY, RECORDING, GAINS AND SIMILAR
TAXES AND FEES, AND ANY DEFICIENCY, INTEREST OR PENALTY ASSERTED WITH RESPECT
THEREOF (COLLECTIVELY, "TRANSFER TAXES") ARISING OUT OF THE SALE OR TRANSFER OF
THE TRANSFERRED ASSETS PURSUANT TO THIS AGREEMENT, AND THE PARTIES SHALL
COOPERATE AS TO THE FILING OF ALL NECESSARY DOCUMENTATION WITH RESPECT TO SUCH
TRANSFER TAXES.
(C)
TAXES GENERALLY.
SELLERS SHALL PAY ALL EXCLUDED TAXES, AND BUYERS
SHALL PAY ALL TAXES ATTRIBUTABLE TO THE OPERATION OF THE BUSINESS OR THE
OWNERSHIP OF THE TRANSFERRED ASSETS TO THE EXTENT SUCH TAXES ARE ALLOCABLE TO
ANY PERIOD AFTER THE CLOSING DATE.
(d)
Definitions Relating to Taxes.
(I)
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
(II)
"EXCLUDED TAXES" MEANS (I) ALL TAXES ATTRIBUTABLE TO THE BUSINESS
OR THE TRANSFERRED ASSETS THAT RELATE TO ANY TAXABLE PERIOD, OR PORTION THEREOF,
ENDING AT OR BEFORE THE CLOSING DATE, AND (II) ALL TAXES OF SELLERS, WHETHER OR
NOT ATTRIBUTABLE TO THE BUSINESS OR THE TRANSFERRED ASSETS,