Escrow Taxes Sample Clauses

Escrow Taxes. Unless otherwise required by law, J&J Health will include in its income, for federal, state, local and foreign tax purposes, that portion of income and gains realized by the Escrow Fund that is disbursed to J&J Health, and shall pay all income taxes due with respect thereto. HFC will include in its income, for federal, state, local and foreign tax purposes, that portion of income and gains realized by the Escrow Fund that is disbursed other than to J&J Health. As soon as practicable after December 31 of each calendar year (but in no event later than required by applicable law), the Escrow Agent shall report, as required by applicable law, income and gains realized by the Escrow Fund in a manner consistent with this section.
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Escrow Taxes. 5.1 Escrow Taxes. 2
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Escrow Taxes. For tax purposes, the Escrowed Funds shall be the property of the Sellers and all interest and other income earned on the Escrowed Funds shall be the income of the Sellers. GCI and the Sellers shall file tax returns and the Escrow Agent shall file a Form 1099 consistent with such treatment.
Sample 1
Escrow Taxes. Unless otherwise required by law, Buyer will include in its income, for federal, state, local and foreign tax purposes, all income and gains realized by the Escrow Fund and pay all income taxes due with respect thereto. As soon as practicable after December 31 of each calendar year (but in no event later than required by applicable law), the Escrow Agent shall report, as required by applicable law, income and gains realized by the Escrow Fund in a manner consistent with the preceding sentence. Buyer shall calculate in reasonable good faith, federal, state, local and foreign income taxes to be paid by Buyer on the income and gains realized by the Escrow Fund at the highest applicable marginal rate of taxation for income and gains realized by the Escrow Fund (the “Escrow Taxes”) (consulting, as necessary, with the Escrow Agent). Buyer shall report the amount of such Escrow Taxes to the Escrow Agent and to the Stockholders’ Representative.
Sample 1
Escrow Taxes. (i) As soon as reasonably possible following the Financial Statements Delivery Date, the sum, in cash, equal to (A) the original principal amount of the Buyer Note (US$35,000,000), less (B) the amount (if any) to which Buyer may be entitled as of the Deposit Date (as defined below) pursuant to Buyer’s exercise of its rights of set-off under the Buyer Note as described in Sections 1.5(a)(v) and 8.11(a) and (b) below, plus (C) the Interest Amount (in U.S. Dollars), shall be deposited by Buyer in escrow with a commercial bank or other financial institution located in Calgary, Alberta, duly authorized by appropriate Governmental Authorities to exercise trust powers, which shall act as escrow agent (the “Escrow Agent”) pursuant to the terms of the Escrow Agreement. The Escrow Agent will be chosen by the mutual agreement of Buyer and the Sellers. Such sum of cash so deposited into escrow, including, from and after the Deposit Date, any interest or income thereon earned and paid thereon, is referred to herein as the "Escrow Funds.” The Escrow Funds shall be available for the purpose of satisfaction of any claims made by Buyer for indemnification under Article 8 of this Agreement and for certain adjustments to the Aggregate Purchase Price that may be required by this Section 1.5 during the Escrow Period; provided, however, that amounts may be required to be retained in escrow after such period as expressly provided in the Escrow Agreement. The date that the Escrow Funds are deposited into escrow is referred to herein as the “Deposit Date.”
Sample 1
Escrow Taxes. (i) At the Closing, the sum of US$35,000,000 shall be deducted from the Cash Consideration amount (such sum, including any interest or income earned and paid thereon thereafter, being referred to herein as the “Escrow Funds”), and will be deposited by Buyer in escrow with a commercial bank or other financial institution located in Calgary, Canada duly authorized by appropriate Governmental Authorities to exercise trust powers, which will act as escrow agent (the “Escrow Agent”) pursuant to the terms of the Escrow Agreement. The Escrow Agent will be chosen by the mutual agreement of the Parties. The Escrow Funds shall be available for a period of not longer than twelve (12) months following the Closing Date, for the purpose of satisfaction of any claims made by Buyer for indemnification under Article 8 of this Agreement and for certain adjustments that may be required by Section 1.5 below; provided, however, that amounts may be required to be retained in escrow after such twelve-month period as expressly provided in the Escrow Agreement.
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Related to Escrow Taxes

  • Ad Valorem Taxes Prior to delinquency, Tenant shall pay all taxes and assessments levied upon trade fixtures, alterations, additions, improvements, inventories and personal property located and/or installed on or in the Premises by, or on behalf of, Tenant; and if requested by Landlord, Tenant shall promptly deliver to Landlord copies of receipts for payment of all such taxes and assessments. To the extent any such taxes are not separately assessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced by Landlord.

  • Conveyance Taxes The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time.

  • Transfer Taxes On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

  • 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.

  • Transaction Taxes Fund is responsible for all taxes, levies, duties, and assessments levied on Services purchased under this Agreement (collectively, “Transaction Taxes”). Computershare is responsible for collecting and remitting Transaction Taxes in all jurisdictions in which Computershare is registered to collect such Transaction Taxes. Computershare shall invoice Fund for such Transaction Taxes that Computershare is obligated to collect upon the furnishing of Services. Fund shall pay such Transaction Taxes according to the terms in Section 7.3. Computershare shall timely remit to the appropriate governmental authorities all such Transaction Taxes that Computershare collects from Fund. To the extent that Fund provides Computershare with valid exemption certificates, direct pay permits, or other documentation that exempts Computershare from collecting Transaction Taxes from Fund, invoices issued for Services provided after Computershare’s receipt of such certificates, permits, or other documentation will not reflect exempted Transaction Taxes. Computershare is solely responsible for the payment of all personal property taxes, franchise taxes, corporate excise or privilege taxes, property or license taxes, taxes relating to Computershare’s personnel, and taxes based on Computershare’s net income or gross revenues relating to Services.

  • Sales Taxes The Seller shall bear and pay, and shall reimburse the Purchaser and the Purchaser’s affiliates for, any sales taxes, use taxes, transfer taxes, documentary charges, recording fees or similar taxes, charges, fees or expenses that may become payable in connection with the sale of the Assets to the Purchaser or in connection with any of the other Transactions.

  • 01 Taxes 46 3.02 Illegality.........................................................47 3.03

  • Taxes The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

  • Expenses; Taxes Except as otherwise provided in this Agreement, the parties shall pay their own fees and expenses, including their own counsel fees, incurred in connection with this Agreement or any transaction contemplated hereby. Any sales tax, stamp duty, deed transfer or other tax (except taxes based on the income of the Investor) arising out of the issuance of the Shares (but not with respect to subsequent transfers) by the Issuer to the Investor and consummation of the transactions contemplated by this Agreement shall be paid by the Issuer.

  • Additional Taxes In the event of the enactment after the date hereof of any law of the state in which the Property is located or of any other governmental entity deducting from the value of the Property for the purpose of taxing any lien or security interest thereon, or imposing upon Lender the payment of the whole or any part of the taxes or assessments or charges or liens herein required to be paid by Borrower, or changing in any way the laws relating to the taxation of deeds of trust, mortgages or security agreements or debts secured by deeds of trust, mortgages or security agreements or the interest of the Lender, mortgagee or secured party in the property covered thereby, or the manner of collection of such taxes, so as to adversely affect this Mortgage or the Debt or Lender, then, and in any such event, Borrower, upon demand by Lender, shall pay such taxes, assessments, charges or liens, or reimburse Lender therefor; provided, however, that if in the opinion of counsel for Lender (a) it might be unlawful to require Borrower to make such payment, or (b) the making of such payment might result in the imposition of interest beyond the maximum amount permitted by law, then and in either such event, Lender may elect, by notice in writing given to Borrower, to declare all of the Debt to be and become due and payable in full thirty (30) days from the giving of such notice, and, in connection with the payment of such Debt, no prepayment premium or fee shall be due unless, at the time of such payment, an Event of Default or a Default shall have occurred, which Default or Event of Default is unrelated to the provisions of this Section 2.21, in which event any applicable prepayment premium or fee in accordance with the terms of the Note shall be due and payable.

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