9Taxes Clause Samples

9Taxes. All Tax Returns that are required to be filed by or with respect to the Assets prior to the Closing Date (taking into account any valid extension of time within which to file) have been or will be timely filed prior to the Closing Date and all such Tax Returns are or will be true, correct and complete in all material respects. All Taxes due and payable by or with respect to the Assets (whether or not shown on any Tax Return) have been fully paid and all deficiencies asserted or assessments made with respect to such Tax Returns have been paid in full or properly accrued for by Sellers. No examination, audit, claim, assessment, levy or administrative or judicial proceeding regarding any of the Tax Returns described in this Section 3.9 or any Taxes of or with respect to the Assets are currently pending or have been proposed in writing or have been threatened. No waivers or extensions of statutes of limitations have been given or requested in writing with respect to any amount of Taxes of or with respect to the Assets or any Tax Returns of or with respect to the Assets.

9Taxes. (a) The Company has timely filed or caused to be timely filed all Tax Returns that are or were required to be filed by or with respect to the Company on or before the Closing Date, and all such Tax Returns are true, correct and complete in all material respects. There are no extensions of time within which to file any Tax Return of the Company. (b) All Taxes due and payable (regardless if shown to be due on any Tax Return referred to in Section 3.9(a)) by the Company with respect to Pre-Closing Tax Periods have been fully and timely paid or, in the case of Taxes not yet due, fully provided for on the Interim Balance Sheet or, in the case of Taxes accruing after the date of the Interim Balance Sheet, on the books of account of the Company. Such Tax accruals or reserves on the Interim Balance Sheet or such books of account are adequate (determined in accordance with GAAP) and are at least equal to the Company’s liability for Taxes with respect to the Pre-Closing Tax Periods. (c) The Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, ​ equityholder, member or other third-party, and all Tax reporting obligations with respect to such payments have been timely complied with in all material respects. (d) No Proceeding, audit or examination is pending or, to the Knowledge of Seller, threatened with respect to any federal, state, local or foreign Tax Return of the Company by any Governmental Authority, and, in the past, none of the Tax Returns of the Company have been examined by the IRS or by other Governmental Authorities. The Company has not received notice of any intention to assert a Tax deficiency or Claim for additional Taxes against the Company and there are no unpaid Tax deficiencies or assessments. The Company has not received any Claim from any Governmental Authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction. (e) There are no Tax sharing, Tax allocation or Tax indemnity agreements or arrangements in place that will require any payment by the Company after the Closing Date (excluding (i) any such agreement or arrangement solely between the Company and (ii) any commercial agreements that are not primarily related to Taxes). (f) There are no levies or Liens relating to Taxes existing, pending, or, to the Knowledge of Seller, threatened,...

9Taxes. TCM shall pay all taxes and assessments of whatever character that may be levied or charged upon the rights of TCM (and/or its Concessionaires) to use the Premises (or any portion thereof), or upon TCM’s and its Concessionaires’ improvements, fixtures, equipment or other property thereon, or upon TCM’s or its Concessionaires’ operations in connection with this Agreement. In accordance with California Revenue and Taxation Code Section 107.6(a), City states that by TCM’s executing this Agreement and accepting the benefits thereof, a property interest may be created known as a “possessory interest” and such property interest will be subject to property taxation. TCM, as the party in whom the possessory interest is vested, may be subject to the payment of the property taxes levied upon such interest. TCM shall protect, defend, indemnify and hold harmless City and City Agents from and against Claims incurred by or asserted against City or any City Agent in connections with any and all present or future taxes and assessments of whatever character that may be levied or charged upon the rights of TCM (and/or its Concessionaires) to use the Premises (or any portion thereof), or upon TCM’s and its Concessionaires’ improvements, fixtures, equipment or other property thereon, or upon TCM’s or its Concessionaires’ operations in connection with this Agreement. TCM shall have the right to pass through all of such taxes to its Concessionaires but without any administrative mark up or profit. ​ ​ [**] [**] ​ ​ [**] ​ ​ [**]

9Taxes. (a) All payments made by a Loan Party hereunder or under any Loan Documents shall be made without setoff, counterclaim, or other defense, except withholding taxes as required by Applicable Law. To the extent permitted by Applicable Law, all payments hereunder or under the Loan Documents (including any payment of principal, interest, or fees) to, or for the benefit, of any person shall be made by the Loan Party free and clear of and without deduction or withholding for, or account of, any Taxes now or hereinafter imposed by any taxing authority. (b) If a Loan Party shall be required by Applicable Law (as determined in the good faith discretion of an applicable Agent) to deduct any Taxes from or in respect of any sum payable to any Recipient hereunder or any other Loan Document: (i) such Loan Party shall make such deductions; (ii) such Loan Party shall pay the full amount deducted to the relevant taxing or other authority in accordance with Applicable Law; and (iii) if the Taxes are Indemnified Taxes, the sum payable shall be increased by the Loan Party as much as shall be necessary so that after making all the required deductions (including deductions applicable to additional sums payable under this Section 7.9), the Recipient receives an amount equal to the sum it should have received had no such deductions been made. In addition, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of Agent timely reimburse it for the payment of, any Other Taxes. As soon as reasonably practicable after any payment of Taxes by the Loan Parties to a Governmental Authority pursuant to this Section 7.9(b), ​ ​ Borrower shall deliver to Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment or other evidence of such payment reasonably satisfactory to Agent. (c) The Loan Parties shall jointly and severally indemnify, and within ten (10) days of demand therefor, pay Agent and each other Recipient for the full amount of Indemnified Taxes (including Taxes imposed on amounts received under this Section 7.9) that are paid by, or imposed on, Agent or such other Recipient (and any of their respective affiliates), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A demand as to the amount of such payment or liability delivered to the Loan Parties by a Lender (with a copy to Agent), or...

9Taxes. The Stockholder acknowledges that the Stockholder should consult with its own tax advisor regarding all tax consequences relating to the sale of the Subject Shares under this Agreement. The Company makes no representations or warranties with respect to the tax consequences of the sale of the Subject Shares. The Stockholder agrees and understands that it is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. The Stockholder further agrees to indemnify and hold the Company harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company for any amounts claimed due on account of (a) the Stockholder’s failure to pay or delayed payment of, federal or state taxes, or (b) damages sustained by the Company by reason of any such claims, including attorneys’ fees and costs.

9Taxes. Each Obligated Party has filed all tax returns (federal, state, and local) required to be filed by such Obligated Party, including all income, franchise, employment, Property, gross production or severance, and sales tax returns, and has paid all of its liabilities for taxes, assessments, governmental charges, and other levies that are due and payable, other than (a) taxes the payment of which is being contested in good faith and by appropriate proceedings and reserves for the payment of which are being maintained in accordance with GAAP, or (b) to the extent that the failure to do so would not reasonably be expected to have a materially adverse impact on such Obligated Party. No Obligated Party is party to any tax sharing agreement other than ordinary course agreements the primary focus of which is not

9Taxes. The School District is a tax-exempt organization. Federal excise tax does not apply to the School District and State of Illinois Sales Tax does not apply. The amounts to be paid to the Company hereunder are inclusive of all other taxes that may be levied, including sales, use, nonresident, value-added, excise, and similar taxes levied or imposed upon the work. The Company shall be responsible for any taxes levied or imposed upon the income or business privileges of the Company.

9Taxes. Each Borrower and Subsidiary has filed all federal, state and local tax returns and other reports that it is required by law to file, and has paid, or made provision for the payment of, all Taxes upon it, its income and its Properties that are due and payable, except to the extent being Properly Contested. The provision for Taxes on the books of each Borrower and Subsidiary is adequate for all years not closed by applicable statutes, and for its current Fiscal Year.

9Taxes. Each of the Borrower and its Subsidiaries has filed or caused to be filed all United States federal income tax returns and all other material tax returns which, to the knowledge of the Borrower, are required to be filed and has paid (a) all taxes shown to be due and payable on said returns or (b) all taxes shown to be due and payable on any assessments of which it has received notice made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any (i) taxes, fees or other charges with respect to which the failure to pay, in the aggregate, would not have a Material Adverse Effect or (ii) taxes, fees or other charges the amount or validity of which are currently being contested and with respect to which reserves in conformity with GAAP have been provided on the books of such Person), and no tax Lien has been filed, and, to the best knowledge of the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge.