Netgear 2012 Annual Report Download - page 219

such Taxes, “ Straddle Period Taxes ”)
shall be apportioned between the applicable Seller, on the one hand, and the applicable Buyer,
on the other hand, based on the portion of the period ending at 11:59 p.m. on the Closing Date and the portion of the period beginning
on the day after the Closing Date, respectively. The amount of Taxes shall be allocated between portions of a Straddle Period in the
following manner: (a) in the case of a Tax imposed in respect of property and that applies ratably to a Straddle Period, the amount of
Tax allocable to a portion of the Straddle Period shall be the total amount of such Tax for the period in question multiplied by a
fraction, the numerator of which is the total number of days in such portion of such Straddle Period and the denominator of which is the
total number of days in such Straddle Period, and (b) in the case of sales, value-added and similar transaction-
based Taxes (other than
Transfer Taxes allocated under Section 10.2
), such Taxes shall be allocated to the portion of the Straddle Period in which the relevant
transaction occurred. The Party required by Law to pay any such Straddle Period Tax (the “ Paying Party ”)
shall prepare and the other
Party shall cooperate in the preparation and filing of such Tax Return. Any Tax Return for Straddle Period Tax prepared by the Paying
Party pursuant to this section shall be made available to the other Party at least ten (10) Business Days before such Tax Return is due to
be filed. The Paying Party shall file such Tax Return within the time period prescribed by Law and shall timely pay such Straddle
Period Tax. To the extent any such payment exceeds the obligation of the Paying Party hereunder, the Paying Party shall provide the
other party (the “ Non-Paying Party ”)
with notice of payment details, within ten (10) days of receipt of such notice of payment, the
Non
-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s shares of such Straddle Period Taxes.
10.2 Transfer Taxe s. All sales, use, transfer, value-
added, goods and services, recording, ad valorem, privilege,
documentary, gains, gross receipts, registration, conveyance, excise, license, stamp, duties or similar Taxes and fees (“
Transfer Taxes
”)
assessed in connection with the transfer of the Acquired Assets pursuant to this Agreement, and that is not recoverable, shall be
borne one half by the relevant Buyer and one half by the relevant Seller. The Party responsible for filing shall prepare any Tax Returns
that must be filed in connection with such Transfer Taxes at its own expense. The Parties shall make reasonable best efforts to
cooperate to the extent necessary to obtain any such exemption or reduction of Transfer Taxes incurred in connection with this
Agreement and the transactions contemplated herein. Buyers shall pay to Sellers or Sellers shall pay to Buyers, as applicable, half of
any such Transfer Taxes actually recovered by such Party.
10.3 Tax Elections . If available, Canadian Buyer shall jointly execute with Canadian Seller an election under subsection 167
(1) of Part IX of the Excise Tax Act (Canada) and any equivalent election provided under provincial Laws, in the forms prescribed for
such purposes, such that the sale of the Acquired Assets sold by Canadian Seller to Canadian Buyer will take place without payment of
any GST or HST. Canadian Buyer shall register for GST and HST in accordance with the Excise Tax Act (Canada) and shall file within
the prescribed filing period all forms supporting such election with the relevant Tax Authority, together with its Tax Returns for the
applicable reporting periods during which the sale of the Acquired Assets contemplated herein occurs. If the election contemplated in
this Section 10.3
is not available, Canadian Seller will charge GST, HST or relevant provincial sales tax as required to those Buyers
purchasing Acquired Assets sold by Canadian Seller in respect of the Transactions undertaken by Canadian Seller and such Buyers, and
such Buyers will pay such amount to Canadian Seller at Closing. Canadian Seller shall provide each Buyer subject to GST, HST or
relevant provincial sales tax with a valid Canadian tax invoice before such Buyer is required to remit the respective tax to Canadian
Seller.
10.4 Tax Characterization of Payments Under this Agreement
. Sellers and Buyers agree to treat all payments made either to
or for the benefit of the other Party under this Agreement (other than payment of the Purchase Price) as adjustments to the Purchase
Price for Tax purposes and that such treatment shall govern for purposes hereof to the extent permitted under applicable Tax Law.
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