DuPont 2012 Annual Report Download - page 115

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Authority by DuPont and one-half of such Transfer Taxes shall be paid to the appropriate Tax Authority by Buyer (or if
such Transfer Taxes are paid by either party hereto or their Affiliates, 50% of the amount of such payment shall be
reimbursed by the other party hereto). Notwithstanding Section 6.3 hereof, which shall not apply to Tax Returns
relating to Transfer Taxes, any Tax Returns that must be filed in connection with Transfer Taxes or the Mexican VAT
shall be prepared and filed when due by the party responsible for filing such Tax Returns under the applicable Law
imposing such Transfer Taxes; provided that such Tax Returns shall be prepared and filed jointly by DuPont and Buyer
if either (i) no party to this Agreement is or (ii) both DuPont, on the one hand, and Buyer or the Transferred DPC
Companies and their Subsidiaries, on the other hand, are responsible for filing such Tax Returns under the applicable
Law imposing such Transfer Taxes. Notwithstanding anything to the contrary in this Agreement, any Local Asset
Transfer Agreement, any Related Agreement or any other agreement relating to the Mexican Asset Transfer, any
Restructuring VAT and all excise, sales, VAT, use, transfer (including real property transfer), stamp, documentary,
filing, recordation and other similar taxes arising from the removal of the Excluded Assets from the Transferred DPC
Companies, Joint Ventures and their respective Subsidiaries or the Pre-Closing Restructuring Transactions shall be
payable solely by DuPont, except for Mexican VAT arising directly from the Mexican Asset Transfer, which shall be
payable solely by DPC Mexico. For the avoidance of doubt, any VAT arising directly from the Mexican Asset Transfer
in excess of Mexican VAT shall be funded by DuPont and payable solely by Dumexsa."
(c) Annex A of the Agreement is hereby amended by inserting the following as new definitions after the definition of
Mexican Business Lease and before the definition of Minority Investment Interests:
""Mexican VAT" shall mean an amount of VAT equal to $19,175,692.”
SECTION 1.3 Conduct of Business. Section 5.1(i) of the Agreement is hereby amended by substituting "December
31, 2013" for "the first anniversary of the Closing Date" where the latter phrase appears therein.
SECTION 1.4 Transfer of Excluded Assets; Restructuring .
(a) Section 5.17(c)(iii)(x) of the Agreement is hereby amended by inserting the following language after the words
"IT Administrative Services Agreements" and before the word "for":
3