All Other Taxes Sample Clauses

All Other Taxes. Seller shall be responsible for, and shall indemnify Buyer against, all Pre-Closing Taxes, and Buyer shall be responsible for, and shall indemnify Seller against, all Post-Closing Taxes. For purposes of this Agreement, “Pre-Closing Taxes” shall mean (i) any Taxes imposed on Seller for a Pre-Closing Tax Period, (ii) any Taxes of Seller arising in connection with the consummation of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any Transfer Taxes), and (iii) Taxes attributable to the use and ownership of the Assets or the conduct of the Business during the Pre‑Closing Tax Period, in each case, other than (x) Transfer Taxes that are the responsibility of Buyer pursuant to Section ‎6.10(a) and (y) any sales Taxes that are the responsibility of Buyer pursuant to Section ‎6.10(d). For purposes of this Agreement, “Post-Closing Taxes” shall mean (i) Taxes attributable to the use and ownership of the Assets or the conduct of the Business during the Post-Closing Tax Period, and (ii) Transfer Taxes that are the responsibility of Buyer pursuant to Section ‎6.10(a), in each case, other than any sales Taxes that are the responsibility of Seller pursuant to Section ‎6.10(d).
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All Other Taxes. Lessee shall pay when due any and all other taxes lawfully assessed and levied under the laws of the State of Idaho upon Xxxxxx's interest in the Land, and upon Improvements constructed, used, or maintained by Xxxxxx on the Land.
All Other Taxes. Unless otherwise specified in this Agreement, you agree to pay for all taxes, fees, special licenses and tolls (whether in effect now or imposed after the date of this Agreement) relating to any Trailer(s) or to the lease, rental, or other charges under this Agreement (excluding any taxes based on SUNSET PACIFIC TRANSPORTATION INC.’s net income). If your failure to pay any taxes, fees or tolls results in a claim or lien involving any Trailer, then SUNSET PACIFIC TRANSPORTATION Inc. may settle the claim or lien, and you will promptly pay SUNSET PACIFIC TRANSPORTATION Inc. the full amount of such settlement.
All Other Taxes. AGC shall be responsible and liable for, and shall indemnify and hold each AG.cxx Xxxgroup Member harmless from any increases in, and shall be entitled to any refund resulting from any decreases in, any and all Taxes of any AGC Subgroup Member described in section 2.3 above.
All Other Taxes. Auto One, MTInc., SUI and MTTFS shall be responsible and liable for, and shall indemnify and hold AMERISAFE and the AMERISAFE Subsidiaries harmless from, any increases in, and shall be entitled to any refund resulting from any decreases in, any and all Taxes of Auto One or any Auto One Company, of MTInc. or any MTInc. Company, or of SUI or MTTFS, respectively, described in Section 2.2(a) above.
All Other Taxes. REX xxxll be responsible and liable for, and shall indemnify and hold RSI and the RSI Subsidiaries harmless from, any increases in, and shall be entitled to any refund resulting from any decreases in, any and all Taxes of REX xx any REX Xxxsidiary described in Section 2.3(a) above.
All Other Taxes. Unless otherwise specified in this Agreement, you agree to pay for all taxes, fees, special licenses and tolls (whether in effect now or imposed after the date of this Agreement) resulting from the use, operation or ownership of any Vehicle(s) or accruing on the lease, rental, or other charges under this Agreement. If your failure to pay any taxes, fees or tolls results in a claim or lien involving any Vehicle, then Ryder may settle the claim or lien, and you will promptly pay Ryder the full amount of such settlement.
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Related to All Other Taxes

  • Payment of Other Taxes Without limiting the foregoing, Borrowers shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at Agent’s option, timely reimburse Agent for payment of, any Other Taxes.

  • Other Taxes In addition, to the fullest extent permitted by applicable law, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, any Assignment or any Security Instrument (hereinafter referred to as "Other Taxes").

  • Transfer Taxes and Expenses The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

  • Payment of Other Taxes by Borrower The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Initial Lender, the Required Lenders or the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

  • Payment of Other Taxes by Xxxxxxxx The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

  • Payment of Other Taxes by the Borrowers Without limiting the provisions of subsection (a) above, each Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

  • Withholding Taxes and Other Deductions To the extent required by law, the Company shall withhold from any payments due Executive under this Agreement any applicable federal, state or local taxes and such other deductions as are prescribed by law or Company policy.

  • Payment of Other Taxes by the Company The Company shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

  • Other Tax Matters (i) No deficiency with respect to a material amount of Taxes has been proposed, asserted or assessed against the Company or any of the Company Subsidiaries and remains unpaid, except for such deficiencies that are being contested, or that will be contested, in each case, in good faith, and, in each case, for which adequate reserves have been established on the books and records of the Company and the Company Subsidiaries in accordance with U.S. GAAP. Neither the Company nor any Company Subsidiary is currently the subject of an audit or other examination relating to the payment of material Taxes of the Company or such Company Subsidiary by a Taxing Authority of any nation, state or locality nor has the Company nor any of the Company Subsidiaries received any written notices from any Taxing Authority that such an audit or examination is pending, or that the Company or any of the Company Subsidiaries was required to file any Tax Return that was not filed. (ii) Neither the Company nor any Company Subsidiary is presently contesting any material Tax liability of the Company or any Company Subsidiary before any court, tribunal or agency. (iii) All material Taxes that the Company or any of the Company Subsidiaries is (or was) required by Applicable Law to withhold or collect in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, member or other third party have been duly withheld or collected, and have been paid over to the proper authorities to the extent due and payable. (iv) The Company and each of the Company Subsidiaries has complied in all material respects with all information reporting (and related withholding) and record retention requirements. (v) Neither the Company nor any Company Subsidiary has waived any statute of limitations with respect to Taxes nor agreed to any extension of time with respect to a Tax assessment or deficiency. (vi) There are no liens for material Taxes (except Taxes not yet due and payable) on any of the assets of the Company or any of the Company Subsidiaries. (vii) None of the Company and the Company Subsidiaries is a party to or bound by any closing agreement, private letter rulings, technical advance memoranda, offer in compromise, or any other agreement with any Taxing Authority, in each case that could have a materially adverse effect after the Closing Date. (viii) Neither the Company nor any of the Company Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and the Company Subsidiaries). (ix) Neither the Company nor any of the Company Subsidiaries has been, within the past two years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. (x) Neither the Company nor any of the Company Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or any other transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Neither the Company nor any of the Company Subsidiaries will be required to include any material item of income in, or to exclude any material item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of any closing agreement, installment sale or open transaction on or prior to the Closing Date, any accounting method change or agreement with any Taxing Authority, any prepaid amount received on or prior to the Closing Date, any election pursuant to Section 108(i) of the Code (or any corresponding provision of state, local or foreign Tax law) made with respect to any taxable period ending on or prior to the Closing Date, or, to the Knowledge of the Company, any intercompany transaction or excess loss account described in Section 1502 of the Code (or any corresponding provision of state, local or foreign Tax law).

  • Payment of Other Taxes by the Borrower The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

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