Payment of All Taxes. The Seller has paid, or will pay as they become due, all sales, excise, use, income or other taxes or similar charges due and payable or to become due and payable by Seller for all periods prior to Closing, the non-payment of which may subject Purchaser to liability, jointly or severally, in whole or in part for such amounts. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be responsible and liable for all taxes relating to the Assets or their use on or before the Closing and Purchaser shall be responsible and liable for all taxes relating to the Assets and their use after Closing. After the Closing, each party shall cooperate with the other in dealing with any taxing authority with respect to the business conducted and the Assets. Purchaser may, at its sole discretion if Seller has failed to pay such taxes or charges within 10 days of Seller's receipt of written notice, pay said taxes or charges and (i) give prompt notice to Seller for reimbursement, such reimbursement to be made within three (3) business days; or (ii) pay such taxes or charges and deduct same as a credit against the balance of the purchase price or any other consideration due to Seller. Buyer shall not pay any such taxes which are the subject of dispute between Seller and the applicable taxing authority provided Seller gives Buyer written notice of such dispute and provided that such non-payment does not disrupt or interfere with Buyer's continued use or revenues from the purchased assets. This provision does not relieve Seller from its obligation to pay such charges or taxes if Purchaser does not avail itself of the foregoing remedies.
Payment of All Taxes. The Borrower shall promptly file all tax returns required to be filed with any Tax Authority and shall promptly pay all taxes due each Taxing Authority.
Payment of All Taxes. Resulting from Sale of Assets by Seller. Seller shall pay in a timely manner all Taxes resulting from or payable in connection with the sale of the Purchased Assets pursuant to this Agreement, regardless of the Person on whom such Taxes are imposed and legal requirements.
Payment of All Taxes. For all portions of the Leased Property that are not tax- exempt, from and after the Lease Commencement Date, Xxxxxx agrees to pay when due all real property taxes and special assessments of whatsoever kind levied and assessed against the Leased Property, if any. From and after the Lease Commencement Date, the Lessee further agrees to pay when due all sales and use taxes, and any and all other taxes or assessments imposed upon and being the liability of the Lessee and arising out of this Lease, including any sales taxes due on rental payments.
Payment of All Taxes. Parent shall have received evidence, in form and substance reasonably satisfactory to Parent, that all Pre-Closing Taxes have been fully paid.
Payment of All Taxes. For all portions of the Leased Property that are not tax- exempt, from and after the Lease Commencement Date, Lessee agrees to pay when due all real property taxes and special assessments of whatsoever kind levied and assessed against the Leased Property, if any. From and after the Lease Commencement Date, the Lessee further agrees to pay when due all sales and use taxes, and any and all other taxes or assessments imposed upon and being the liability of the Lessee and arising out of this Lease, including any sales taxes due on rental payments.
Payment of All Taxes. (a) Seller shall be responsible for paying all Taxes arising under the Assets during that portion of calendar year 2006 prior to the Closing. Buyer shall be responsible for paying all Taxes arising under the Assets for that portion of calendar year 2006 on and after the Closing. To the extent that Seller or Buyer has paid, or will pay, any Taxes arising under the Assets during calendar year 2006 for which such party is not responsible under this Section 7.1(a), the Purchase Price shall be adjusted accordingly at Closing to reimburse such party for the amount of such Taxes paid.
Payment of All Taxes. Seller shall pay in a timely manner all Income Taxes imposed on Seller or Seven States Power Corporation resulting from or payable in connection with the sale of the Acquired Assets pursuant to this Agreement.
Payment of All Taxes. RESULTING FROM SALE OF ASSETS
Payment of All Taxes. (a) Lenco and Merger Sub have filed all Tax Returns required to be filed by them; (b) all such Tax Returns are complete and accurate in all respects and all Taxes shown to be due on such Tax Returns have been timely paid; (c) Lenco and Merger Sub have paid or caused to be paid all Taxes due in respect of the periods for which returns are due (whether or not such Taxes are shown on any Tax Return); (d) Lenco and Merger Sub have no liability for Taxes in excess of the amount so paid; (e) Lenco and Merger Sub have not waived or been requested to waive any statute of limitations in respect of Taxes; (f) there is no action, suit, audit, claim or assessment pending and, to the knowledge of Lenco’s chief executive officer, there is no action, suit, investigation, audit, claim or assessment proposed or threatened, with respect to unpaid Taxes; (g) since January 1, 2005, no claim has been made by a taxing authority in a jurisdiction where Lenco or Merger Sub do not file Tax Returns that Lenco or Merger Sub is or may be subject to Taxes assessed by such jurisdiction; (h) there has been no examination of any Tax Return of Lenco or Merger Sub by the IRS or any appropriate state, local or foreign Taxing authority; (i) all deficiencies asserted or assessments made as a result of any examination of any Tax Return of Lenco or Merger Sub have been paid in full; (j) Lenco and Merger Sub have no liability for any Taxes of any Person, other than Lenco and its subsidiaries, (i) under Treasury Regulation section 1.1502-6 or any comparable provision of state, local, or foreign Law, (ii) as a transferee or successor, or (iii) by contract or otherwise; and (k) there are no Liens for Taxes on any asset of Lenco or Merger Sub.
