Taxes Clause Samples

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company and its Subsidiaries has (i) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) required to be filed by it on or prior to the date of this Agreement, and each such Tax Return is correct and complete in all material respects and (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes being contested in good faith. (b) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereof. (c) Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Comp...

Taxes. Taxes, customs, and tariffs on commodities or contractual services purchased under the Contract will not be assessed against the Customer or Department unless authorized by Florida law.

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Taxes. (a) All payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, provided that if the applicable Withholding Agent shall be required by applicable Requirements of Law (as determined in the good faith discretion of the applicable Withholding Agent) to deduct or withhold any Taxes from any such payments, then (i) the applicable Withholding Agent shall make such deductions or withholdings, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law and (iii) if the Tax in question is an Indemnified Tax or Other Tax, the amount payable by the applicable Loan Party shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions and withholdings applicable to additional amounts payable under this Section 2.17) the applicable Lender (or, in the case of a payment received by an Administrative Agent for its own account, such Administrative Agent) receives an amount equal to the sum it would have received had no such deductions or withholdings been made. (b) [Reserved]. (c) Without limiting the provisions of paragraph (a) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with Requirements of Law, or at the option of the Applicable Administrative Agent timely reimburse it for the payment of, any Other Taxes. (d) The Loan Parties shall indemnify the Applicable Administrative Agent and each Lender, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes payable or paid by, or required to be withheld or deducted from a payment to, the Applicable Administrative Agent or such Lender, as the case may be, and any Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to Holdings by a Lender (with a copy to the Applicable Administrative Agent) or by the Applicable Administrative Agent on its own...

Taxes. All taxes or governmental fees payable by or with respect to the Fund to federal, state or other governmental agencies, domestic or foreign, including stamp or other transfer taxes.

Taxes. Grantee represents and warrants that it shall pay all taxes or similar amounts resulting from the Grant Agreement, including, but not limited to, any federal, State, or local income, sales or excise taxes of Grantee or its employees. System Agency shall not be liable for any taxes resulting from the Grant Agreement.

Taxes. Except as set forth in Schedule 4.15: (a) All income and other material Tax Returns required by Law to be filed by each Company Group Member have been duly and timely filed with the appropriate Governmental Authority, and all such Tax Returns are true, correct and complete in all material respects. (b) All material amounts of Taxes due and owing by each Company Group Member (whether or not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Gr...

Taxes. (a) All income and other material Tax Returns required to be filed by the Company have been timely filed. Such Tax Returns are true, complete and correct in all material respects. All Taxes due and owing by the Company (whether or not shown on any Tax Return) have been timely paid. The Company has not requested or been granted an extension of the time for filing any Tax Return that has not yet been filed (other than any automatic extension for which approval of a taxing authority is not required). (b) The Company has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, shareholder or other party, and complied in all material respects with all information reporting and backup withholding provisions of Applicable Law. (c) No written claim has been made by any taxing authority in any jurisdiction asserting that the Company is or may be subject to Taxes imposed by that jurisdiction but not paid by the Company, including, without limitation, sales and use Taxes required to be collected by the Company and remitted to that jurisdiction and income Taxes payable to that jurisdiction. (d) No extensions or waivers of the time in which any Tax may be assessed or collected by any taxing authority have been given or requested with respect to any Taxes of the Company, which are still outstanding. (e) The Company is not currently subject to any audits or examinations by taxing authorities. (f) No issues relating to material Taxes of the Company were raised by the relevant taxing authority in any completed audit or examination that would reasonably be expected to result in a material amount of Taxes in a later taxable period. (g) No deficiency or adjustment in respect of Taxes has been claimed, proposed in writing, asserted or assessed by any taxing authority against the Company. There are no outstanding refund claims with respect to any Tax or Tax Return of the Company. (h) The Company is not a party to any Action by any taxing authority. There are no pending or threatened Actions with respect to the Company by any taxing authority. (i) No power of attorney with respect to any Taxes of the Company has been filed or executed with any taxing authority. (j) There are no Encumbrances for Taxes (other than for current Taxes not yet due and payable) upon the assets of the Company. (k) The Company is not a party to, or bound by, any Tax indemnity, Tax sharing or Ta...

Taxes. (a) To each Contributor’s Knowledge, no Tax lien exists with respect to any Property contributed by such Contributor, except for Permitted Encumbrances. Copies of the real property Tax bills for such Property for the current Tax year have been furnished or made available to the Operating Partnership, and such Tax bills are true and correct copies of all of the real property Tax bills for such Tax year actually received with respect to each such Property by such Contributor or the Entities or their agents. Each Acquired Entity has timely and properly filed all Tax Returns required to be filed by it. All such Tax Returns are complete and accurate in all material respects. All material Taxes shown on any Tax Return of an Acquired Entity or with respect to each property have been paid or will be paid prior to the Closing Date or are being contested in good faith. No Acquired Entity has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. No deficiencies for any material amount of Taxes of any Acquired Entity or with respect to any Property have been claimed, proposed or assessed, in each case, in writing, by any Tax authority or other Governmental Entity. There are no audits, investigations, disputes, notices of deficiency or claims for any material amount of Taxes of any Acquired Entity or with respect to any Property pending or, to the Knowledge of either Contributor, threatened in writing in the last twelve months. The representations made in this Section 2.9(a) refer only to past activities and are not intended to serve as representations to, or a guarantee of, nor can they be relied on with respect to, Taxes attributable to any period (or portion thereof) beginning after, or Tax positions, taken after the Closing Date. Without limiting the foregoing, no Contributor makes any representation with respect to, nor shall any Contributor have any liability for any Taxes payable as a result of any reassessment completed following the Closing Date (whether as a result of the transactions contemplated hereby or otherwise) whether or not such reassessment applies retroactively to any period, or any portion of any period, prior to the Closing Date. (b) For federal income Tax purposes, each Entity being acquired by the Operating Partnership from such Contributor (each such entity, an “Acquired Entity”) is, and at all times during its existence has been a partnership or limited liabili...