Extract to table

10 thereof, that all transfer, documentary, sales, use, stamp, registration, and similar taxes and fees (including any penalties and interest thereon) incurred in connection with the transactions contemplated by the SPA shall be borne equally by the Buyer and the Selling Stockholders

The transferor is required to pay the tax and then claim the rebate by filing the appropriate form with the New York State Department of Taxation and Finance

10 of the SPA provides, in relevant part, as follows: "All transfer, documentary, sales, use, stamp, registration, value added, and other such taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated by this Agreement (collectively, 'Transfer Taxes') shall be borne equally (50/50) by the Buyer, on the one hand, and the Selling Stockholders, on the other hand

The party required by applicable law to file tax returns with respect to such Transfer Taxes shall prepare and timely file (or cause to be filed) such tax returns and shall timely pay (or cause to be paid) the Transfer Taxes shown as due thereon

The other party shall reimburse such filing party for its 50% share of such Transfer Taxes within ten (10) business days after delivery of evidence of such filing and payment

New Jersey Controlling Interest Transfer Tax Filing The New Jersey CITT return must be filed with the New Jersey Division of Taxation within the prescribed period following the transfer of the controlling interest