Tax Sample Clauses

Tax. The Agreement is amended by deleting Section 2(d) in its entirety and replacing it with the following:
Tax. Unless specified otherwise in the Proclamation of sale, if the sale of this property is subjected to Tax, such Tax will be payable and borne by the Purchaser.
Tax. The sale of the subject property is subject to any such tax implemented under any law now be or hereafter imposed by Government of Malaysia whenever applicable. OUTGOING: Any arrears of service / maintenance charges including late penalty interest (if any) which may be lawfully due and payable to any relevant authority and / or Developer as at the date of successful sale shall be borne by the Assignee/Lender and the portion attributable up to the date of the successful sale shall be paid out upon receipt of full auction proceeds including all interest on the late interest (if any), provided that the Assignee/Lender is in receipt of the itemized billing for service/maintenance charges including late penalty interest (if any) and statement of account issued by relevant authority and/or the Developer from the Purchaser within ninety (90) days from the date of the successful sale failing which the Purchaser will not be entitle for any claim and any sum due and payable after the date of the sale shall be borne by the Purchaser.
Tax. Each Party shall be responsible for reporting and discharging its own royalty and tax measured by the profit or income of the Party under this Agreement. Each Party shall protect, defend and indemnify each other Party from any and all loss, cost or liability arising from the indemnifying Party's failure to report and discharge such royalties and taxes. The Parties intend that all income and all tax benefits (including, but not limited to, deductions, depreciation, credits and capitalisation) with respect to the expenditures made by the Parties hereunder will be allocated by the relevant tax authorities to the Parties based on the share of each tax item actually received or borne by each Party. If such allocation is not accomplished due to the application of the laws and regulations of the Government or other Government action, the Parties shall attempt to adopt mutually agreeable arrangements that will allow the Parties to achieve the financial results intended. Paltar shall provide each Party, in a timely manner and at such Party's sole expense, with such information with respect to Operations as such Party may reasonably request for preparation of its tax returns or responding to any audit or other tax proceeding.
Tax. Unless otherwise determined by the Member, the Company shall be a disregarded entity for U.S. federal income tax purposes (as well as for any analogous state or local tax purposes), and the Member and the Company shall timely make any and all necessary elections and filings for the Company to be treated as a disregarded entity for U.S. federal income tax purposes (as well as for any analogous state or local tax purposes). SIGNED on the respective dates set forth below, to be effective as of the Effective Time. COMPANY: EXPRESSWAY HEALTH HOLDINGS LLC, a Nevada limited liability company By: CTR Partnership, L.P., a Delaware limited partnership, its sole member By: CareTrust GP, LLC, a Delaware limited liability company, its general partner By: CareTrust REIT, Inc., a Maryland corporation, its sole member By: /s/ William M. Wagner William M. Wagner President and Chief Executive Officer Dated: May 30, 2014 MEMBER: CTR PARTNERSHIP, L.P., a Delaware limited partnership By: CareTrust GP, LLC, a Delaware limited liability company, its general partner By: CareTrust REIT, Inc., a Maryland corporation, its sole member By: /s/ William M. Wagner William M. Wagner President and Chief Executive Officer Dated: May 30, 2014
Tax. Unless otherwise determined by the Member, the Company shall be a disregarded entity for U.S. federal income tax purposes (as well as for any analogous state or local tax purposes), and the Member and the Company shall timely make any and all necessary elections and filings for the Company to be treated as a disregarded entity for U.S. federal income tax purposes (as well as for any analogous state or local tax purposes). SIGNED on the respective dates set forth below, to be effective as of the Effective Time.
Tax. Notwithstanding the definition ofIndemnifiable Tax” in Section 14 of this Agreement, in relation to payments by Party A, any Tax shall be an Indemnifiable Tax and, in relation to payments by Party B, no Tax shall be an Indemnifiable Tax.
Tax. NCTCOG and several participating entities are exempt from Texas limited sales, federal excise and use tax, and does not pay tax on purchase, rental, or lease of tangible personal property for the organization’s use. A tax exemption certificate will be issued upon request.
Tax. The Company (i) has prepared and filed all foreign, federal and state income and all other Tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all Taxes and other governmental assessments and charges that are material in amount, whether or not shown on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside on the books of the Company and (iii) has set aside on its books provisions reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return would not reasonably be expected to be material to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owed, there are no unpaid taxes in any material amount claimed in writing to be due by the taxing authority of any jurisdiction. No (x) U.S. federal tax audits or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to the Company or the Company Subsidiaries. Neither the Company nor the Company Subsidiaries is a party to or bound by any Tax allocation or sharing agreement other than customary agreements the primary purpose of which is unrelated to Taxes. Neither the Company nor the Company Subsidiaries (A) 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 Company) or (B) has any liability for the Taxes of any Person (other than the Company and the Company Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, otherwise by operation of Law or by contract. Within the last two (2) years, neither the Company nor the Company Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code §355 or Code §361. The Company has given the Investors an opportunity to review correct and complete copies of all Tax Returns filed with respect to taxable periods ending after December 31, 2013.