State Income and Franchise Taxes Sample Clauses

State Income and Franchise Taxes. (a) For each taxable year (or portion thereof) for which TECHNOLOGIES and/or any other members of the TECHNOLOGIES Subgroup are included in any combined Return filed by the ELECTRONICS Unitary Group, the TECHNOLOGIES Subgroup shall be allocated and TECHNOLOGIES shall pay to ELECTRONICS the state income Tax liability of TECHNOLOGIES and/or such other TECHNOLOGIES Subgroup members that are so included, as determined under this Section 3.2. Such state income Tax liability shall equal the hypothetical state income tax liability of the TECHNOLOGIES Subgroup members so included, computed as if they filed a Combined Return (or if only one such member is so included, a separate state income or franchise tax return) including only such included member(s). To the extent that the same or analogous federal consolidated reporting principles as are referred to in Section 3.1 apply for purposes of filing such Combined Returns, then such principles as are referred to in Section 3.1 apply for purposes of determining the TECHNOLOGIES Subgroup's state Tax liability in respect of any Combined Return of the ELECTRONICS Unitary Group. If the state income Tax liability of the TECHNOLOGIES Subgroup as so determined is zero, then ELECTRONICS shall pay to TECHNOLOGIES the excess, if any, of the ELECTRONICS Subgroup's state income Tax liability, determined as if the ELECTRONICS Subgroup had filed a separate Combined Return not including any TECHNOLOGIES Subgroup members, over the actual state income Tax liability of the ELECTRONICS Unitary Group. ELECTRONICS shall have the discretion to make determinations of each subgroup's liability for Taxes under this Section 3.2(a) in any manner that is reasonable in light of the applicable state and local Tax reporting principles and the purposes of this Agreement.
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State Income and Franchise Taxes. (a) For each taxable year (or portion thereof) for which Technologies and/or any other members of the Technologies Subgroup are included in any combined state income or franchise tax return filed by the Electronics Unitary Group, the Technologies Subgroup (1) shall be allocated and Technologies shall be responsible for the payment of all state income and franchise taxes (including any alternative minimum tax) per any state income and franchise tax returns in Technologies and/or any other members of the Technologies Subgroup are included, subject to Subsequent Adjustments provisions of Article V of this agreement, and (2) shall be entitled to the receipt of any state income and franchise tax refunds (including any alternative minimum tax) received by Electronics for the taxable year in which Technologies and/or any other members of the Technologies Subgroup are included in any combined state income or franchise tax return filed by the Electronics Unitary Group.
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State Income and Franchise Taxes. To the extent the XXXXXX GROUP and the AMERICAN GROUP file consolidated or combined state income and/or franchise tax returns, the consolidated or combined tax liability shall be allocated and paid in a manner consistent with and comparable to the provisions of this Agreement governing the payment of federal income tax liabilities. All references to federal income taxes shall be considered to apply in a similar manner to state income and franchise taxes in those states where the XXXXXX GROUP and the AMERICAN GROUP join in the filing of consolidated or combined state income and/or franchise tax returns.
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State Income and Franchise Taxes. To the extent the DOBSON GROUP and the AMERICAX XXXXP file consolidated or combined state income and/or franchise tax returns, the consolidated or combined tax liability shall be allocated and paid in a manner consistent with and comparable to the provisions of this Agreement governing the payment of federal income tax liabilities. All references to federal income taxes shall be considered to apply in a similar manner to state income and franchise taxes in those states where the DOBSON GROUP and the AMERICAX XXXXP join in the filing of consolidated or combined state income and/or franchise tax returns.
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State Income and Franchise Taxes. The Seller shall file (or cause to be filed) all required state and local tax returns for the Companies for the periods up to and including the Closing Date and the Seller shall be responsible for and shall pay all required state and local taxes, interest, and penalties attributable to the income for such period, including any taxes, interest, and penalties resulting from any audit or other adjustment related thereto for which any of the Companies may be liable. The Buyer shall file (or cause to be filed) all required state and local tax returns for the Companies for the period beginning the day immediately following the Closing Date and the Buyer shall be responsible for and shall pay (or shall cause the Companies to be responsible for and to pay) all required state and local taxes, interest, and penalties attributable to the income for such period, including any taxes, interest, and penalties resulting from any audit or other adjustment related thereto for which any of the Companies may be liable. If any taxing authority does not recognize the change of control of the Companies and does not require the filing of separate returns for the period before and after the Closing Date, the Buyer shall file (or cause to be filed) such tax returns for the Companies for the year 1998, and the Buyer and the Seller shall each pay their proportionate share of all taxes payable, which taxes shall be apportioned as if prepared on a separate return basis as set out in this Section 6.03. The Seller shall assist the Buyer in the preparation of such other required state and local tax returns, as necessary.
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Related to State Income and Franchise Taxes

  • REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS (a) Because the Entire Property (of which the Property is a part) is subject to a triple net lease (as further set forth in paragraph 11(a)(i), the parties acknowledge that there shall be no need for a real estate tax proration. However, Seller represents that to the best of its knowledge, all real estate taxes and installments of special assessments due and payable in all years prior to the year of Closing have been paid in full. Unpaid real estate taxes and unpaid levied and pending special assessments existing on the date of Closing shall be the responsibility of Buyer and Seller in proportion to their respective Tenant in Common interests, pro-rated, however, to the date of closing for the period prior to closing, which shall be the responsibility of Seller if Tenant shall not pay the same. Seller and Buyer shall likewise pay all taxes due and payable in the year after Closing and any unpaid installments of special assessments payable therewith and thereafter, if such unpaid levied and pending special assessments and real estate taxes are not paid by any tenant of the Entire Property.

  • Real Estate Taxes All taxes and installments for special assessments will be prorated for the calendar year based on taxes levied. If taxes have not been levied, then they will be prorated based upon taxes for the previous year, adjusted for the most recent mill levy, if known.

  • Taxes and Tax Returns (a) Each of Home and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns that were required to be filed by it, and all such Tax Returns are true, correct and complete in all material respects. Neither Home nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of Home and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid other than Taxes that have been reserved or accrued on the balance sheet of Home or its Subsidiaries or which Home and/or its Subsidiaries is contesting in good faith. Each of Home and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party. Neither Home nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Home and its Subsidiaries for all years to and including 2008 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither Home nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any Tax of Home and its Subsidiaries or the assets of Home and its Subsidiaries. Home has made available to Cascade true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither Home nor any of its 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 Home and its Subsidiaries). Neither Home nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Home) or (ii) has any liability for the Taxes of any person (other than Home or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither Home nor any of its Subsidiaries has been, within the past two (2) 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 intending to qualify for tax-free treatment under Section 355 of the Code. Neither Home nor any of its Subsidiaries has participated in a listed transaction within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (or any predecessor provision), and neither Home nor any of its Subsidiaries has been notified of, or to the knowledge of Home or its Subsidiaries has participated in, a transaction that is described as a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has Home been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. There are no Liens for Taxes upon the assets of Home or any of its Subsidiaries other than Liens for current Taxes not yet due and payable. As of the date hereof, neither Home nor its Subsidiaries has knowledge of any conditions which exist or which may fail to exist that might prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. No claim has ever been made by any Governmental Entity in a jurisdiction where Home or a Home Subsidiary does not file Tax Returns that Home or such Subsidiary is or may be subject to taxation by that jurisdiction. Neither Home nor any of its Subsidiaries has filed an election under Section 338(g) or 338(h)(10) of the Code. Neither Home nor any of its Subsidiaries has agreed, nor is it required, to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise that will affect its liability for Taxes.

  • Federal, State and Local Taxes Unless otherwise specified, the proposal price shall include all applicable federal, state and local taxes. Contractor shall pay all taxes lawfully imposed on it with respect to any product or service delivered in accordance with this Agreement. City is exempt from state sales or use taxes and federal excise taxes for direct purchases. These taxes shall not be included in the Agreement. Upon request, City shall provide to the Contractor a certificate of tax exemption. City makes no representation as to the exemption from liability of any tax imposed by any governmental entity on the Contractor.

  • Real Estate Taxes and Assessments Xxxxx is aware that all property is subject to the possibility of reassessment which may result in increased real estate taxes.

  • Real Estate Taxes and Special Assessments The 2022 calendar year real estate taxes due and payable in 2023 shall be paid by Seller. Seller shall credit Buyer(s) at closing for said 2022 real estate taxes payable in 2023 based on the most recent ascertainable tax figures. Xxxxx is responsible for all subsequent real estate taxes.

  • Insurance and Taxes A. The Employer agrees to carry any and all insurance and pay all taxes as required by applicable State and Federal law.

  • 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.

  • Taxes Other Than Income Taxes Upon the timely request by the Interconnection Customer, and at the Interconnection Customer’s sole expense, the CAISO or Participating TO may appeal, protest, seek abatement of, or otherwise contest any tax (other than federal or state income tax) asserted or assessed against the CAISO or Participating TO for which the Interconnection Customer may be required to reimburse the CAISO or Participating TO under the terms of this LGIA. The Interconnection Customer shall pay to the Participating TO on a periodic basis, as invoiced by the Participating TO, the Participating TO’s documented reasonable costs of prosecuting such appeal, protest, abatement, or other contest. The Interconnection Customer, the CAISO, and the Participating TO shall cooperate in good faith with respect to any such contest. Unless the payment of such taxes is a prerequisite to an appeal or abatement or cannot be deferred, no amount shall be payable by the Interconnection Customer to the CAISO or Participating TO for such taxes until they are assessed by a final, non-appealable order by any court or agency of competent jurisdiction. In the event that a tax payment is withheld and ultimately due and payable after appeal, the Interconnection Customer will be responsible for all taxes, interest and penalties, other than penalties attributable to any delay caused by the Participating TO.

  • Federal and State Taxes Under this Agreement, the Client shall not be responsible for: Withholding FICA, Medicare, Social Security, or any other federal or state withholding taxes from the Contractor’s payments to employees or personnel or make payments on behalf of the Contractor; Make federal or state unemployment compensation contributions on the Contractor’s behalf; and the payment of all taxes incurred related to or while performing the Services under this Agreement, including all applicable income taxes and, if the Contractor is not a corporation, all applicable self-employment taxes. Upon demand, the Contractor shall provide the Client with proof that such payments have been made.

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