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This excerpt taken from the MRVL 10-K filed Apr 13, 2006. ad valorem,
value added, bulk sales, stamp duties, excise, GST, license or similar fees or
taxes. The liability for Transfer Taxes attributable to the transactions
occurring pursuant to this Agreement shall be borne one-half by Purchaser and
one-half by Seller; provided, however, that Purchaser shall diligently pursue
the recovery of any recoverable Transfer Taxes, and if Purchaser actually
receives any recoverable Transfer Taxes, Purchaser shall promptly, but in no
case later than twenty (20) days after such recovery, pay to Seller an amount
equal to one-half of such recovered Transfer Taxes. Seller and Purchaser shall
cooperate with each other in the provision of any information or preparation of
any documentation that may be necessary or useful for obtaining any available
mitigation, reduction or exemption from any Transfer Taxes. For the avoidance
of doubt, Purchaser shall have no Liability of any kind and shall be
indemnified against Transfer Taxes arising out of or attributable to the
acquisition of the Business from Angel or the transfer of any assets (including
the Transferred Business Intellectual Property and the Transferred Business
Intellectual Property Rights) to the Purchased Seller Subsidiaries.
(ii) Unless the Parties mutually agree otherwise, any Tax Returns that must be filed in connection with any Transfer Taxes shall be prepared by the Party that bears the responsibility for such Transfer Taxes, as required by applicable Law. For any Tax Return required by law to be filed by a Party (the “Filing Party”) other than the Party that is responsible for preparing such Tax Return pursuant to this Section 6.14 (the “Preparing Party”), the Filing Party shall pay the Transfer Taxes shown on such Tax Return and shall
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collect the Preparing Party’s applicable share of the Transfer Tax from Preparing Party determined in accordance with Section 6.14(a)(i) hereof. The Preparing Party shall use its commercially reasonable efforts to provide to the Filing Party any Tax Returns which it is required to file at least ten days before such Tax Returns are due to be filed. The Preparing Party shall make such changes to the applicable Tax Return as reasonably requested by the Filing Party. Such Tax Returns shall be consistent with the allocation of the Purchase Price as determined pursuant to Section 3.4. |
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