Payment of Specified Tax Liabilities Sample Clauses

Payment of Specified Tax Liabilities. The Greenrose Entities shall at their own expense prepare (or cause to be prepared) all Tax Returns that are required to be filed by the Greenrose Entities. The Greenrose Entities shall use commercially reasonable efforts to provide a completed copy of any Tax Return relating to a Specified Tax Liability (the “Specified Tax Liability Tax Returns”) to NewCo for NewCo’s review and approval at least 30 days prior to filing such Specified Tax Liability Tax Return. The Greenrose Entities shall incorporate any reasonable comments from NewCo that are provided to the Greenrose Entities prior to the due date for filing such Specified Tax Liability Tax Return, and the Greenrose Entities shall timely file (or cause to be timely filed) such Specified Tax Liability Tax Return. Except as otherwise provided in Section 1.4, NewCo shall pay to the Greenrose Entities an amount equal to (a) any Specified Tax Liabilities shown as due on any Specified Tax Liability Tax Return that is filed in accordance with this Section 1.2 and (b) upon written notice from the Greenrose Entities, any Specified Tax Liabilities that are due and payable and for which no associated Tax Return is required to be filed (such as property tax payments), and, in each case, the Greenrose Entities shall cause such amounts to be timely remitted to the applicable taxing authorities; provided, however, that, (i) with respect to any Specified Tax Liability that is not a federal or state income tax, NewCo shall not be obligated to pay (taking into account any prior payments made by NewCo or the Greenrose Entities in respect of such Specified Tax Liability) any amounts in excess of the amount set forth on Schedule I with respect to such Specified Tax Liability, (ii) with respect to any tax liability that is a 2022 federal or state income tax, NewCo shall not be obligated to pay (taking into account any prior payments made by NewCo or the Greenrose Entities in respect of any Specified Tax Liability that is a 2022 federal or state income tax) amounts in excess of the amounts set forth on Schedule I with respect to such income taxes and (iii) with respect to any tax liability that is a 2023 federal or state income or franchise tax, NewCo shall not be obligated to pay (taking into account any prior payments made by NewCo or the Greenrose Entities in respect of any Specified Tax Liability that is a 2023 federal or state income or franchise tax) any amount in excess of the lesser of (x) the aggregate (i) actual 2023...
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Related to Payment of Specified Tax Liabilities

  • 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.

  • Estimated Tax Payments Not later than three (3) days prior to each Estimated Tax Installment Date with respect to a taxable period for which a Consolidated Return or a Combined Return will be filed, VMware shall pay to Dell Technologies on behalf of the VMware Group an amount equal to the amount of any estimated VMware Separate Tax Liability that VMware otherwise would have been required to pay to a Taxing Authority on such Estimated Tax Installment Date. If the VMware Separate Tax Liability for such taxable period is less than zero, then Dell Technologies shall pay to VMware an amount equal to the Tax Benefit that the Dell Technologies Group anticipates it will recognize for the entire year as a result of the VMware Separate Tax Liability being less than zero for such taxable period. Not later than seven (7) days prior to each such Estimated Tax Installment Date, Dell Technologies shall provide VMware with a written notice setting forth the amount payable by VMware in respect of such estimated VMware Separate Tax Liability and a calculation of such amount.

  • 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.

  • Indemnified Taxes (a) All payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, Indemnified Taxes, excluding (i) Indemnified Taxes measured by Lender’s net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which Lender is resident or organized, or any political subdivision thereof, (ii) taxes measured by Lender’s overall net income, and franchise taxes imposed on it, by the jurisdiction of Lender’s applicable lending office or any political subdivision thereof or in which Lender is resident or engaged in business, and (iii) withholding taxes imposed by the United States of America, any state, commonwealth, protectorate territory or any political subdivision or taxing authority thereof or therein as a result of the failure of Lender which is a Non-U.S. Entity to comply with the terms of paragraph (b) below. If any non excluded Indemnified Taxes are required to be withheld from any amounts payable to Lender hereunder, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all non excluded Indemnified Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any non excluded Indemnified Tax is payable pursuant to Applicable Law by Borrower, Borrower shall send to Lender an original official receipt showing payment of such non excluded Indemnified Tax or other evidence of payment reasonably satisfactory to Lender. Borrower hereby indemnifies Lender for any incremental taxes, interest or penalties that may become payable by Lender which may result from any failure by Borrower to pay any such non excluded Indemnified Tax when due to the appropriate taxing authority or any failure by Borrower to remit to Lender the required receipts or other required documentary evidence.

  • Amended Tax Returns (a) Subject to Section 4.4 and notwithstanding Section 2.1 and Section 2.2, a Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX.

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

  • 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.

  • 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.

  • Withholding; Tax Payments (a) The General Partner may treat taxes paid by the Partnership on behalf of, all or less than all of the Partners, either as a distribution of cash to such Partners or as a general expense of the Partnership, as determined appropriate under the circumstances by the General Partner.

  • Payments Free of Taxes; Obligation to Withhold; Tax Payment (a) All payments of Obligations by Obligors shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If Applicable Law (as determined by Agent in its discretion) requires the deduction or withholding of any Tax from any such payment by Agent or an Obligor, then Agent or such Obligor shall be entitled to make such deduction or withholding based on information and documentation provided pursuant to Section 5.10.

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