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. Except as set forth in Section 3.12 of the Disclosure Schedule: (a) The Company and its Subsidiaries have timely filed (after giving effect to applicable extensions) with the appropriate taxing authorities all Tax Returns required to be filed by or with respect to the Company and/or any of its Subsidiaries, either separately or as part of an affiliated group of entities, pursuant to the laws of any Governmental Authority with taxing power over the Company, its Subsidiaries or their respective assets or businesses, on or prior to the Closing Date, and such Tax Returns were correct and complete in all material respects when filed; (b) The Company and its Subsidiaries have timely paid all Taxes of the Company and its Subsidiaries whether or not shown to be due on such Tax Returns; (c) No waivers of statutes of limitation have been given or requested with respect to the Company or its Subsidiaries in connection with any Tax Returns covering the Company or its Subsidiaries or with respect to any Taxes payable by them; (d) The Company and its Subsidiaries have or have caused to be duly and timely withheld and have paid over to the appropriate taxing authorities all Taxes required to be so withheld and paid over for all periods under all Applicable Laws; (e) There are no Liens, other than Permitted Liens, with respect to Taxes upon any assets of the Company or its Subsidiaries; and (f) Neither the Company nor any of its Subsidiaries has received any written notice of deficiency or assessment or has any actual knowledge of any proposed deficiency or assessment from any taxing authority with respect to any Taxes for which the Company and/or any of its Subsidiaries may be liable. (g) Neither Company nor any of its Subsidiaries has been a United States real property holding corporation within the meaning of Section 897 of the Code. Each of the Company and its Subsidiaries have disclosed on their federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code. Neither Company nor any of its Subsidiaries is a party to any Tax allocation or sharing agreement. (h) The unpaid Taxes of Company and its Subsidiaries did not, as of the date of the Financial Statements, exceed the reserve for Taxes set forth on such Financial Statements determined in accordance with GAAP. (i) Neither the Company nor any of its Subsidiaries will be required to include any item of inc...

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. 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. 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. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. (a) Except as required by a Requirement of Law, each payment by or on account of any Credit Party under any Loan Document shall be made free and clear of all Taxes. (b) If any Taxes shall be required by the Code to be deducted or withheld from or in respect of any amount payable under any Loan Document to any Recipient (i) if such Tax is an Indemnified Tax, such amount payable by the relevant Credit Party shall be increased as necessary to ensure that, after all required deductions or withholdings for Indemnified Taxes are made (including deductions and withholdings applicable to any increases to any amount under this Section 10.1), such Recipient receives the amount it would have received had no such deductions or withholdings been made, (ii) the applicable withholding agent shall make such deductions or withholdings, and (iii) 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. The parties acknowledge that one or more Credit Parties may be required pursuant to the Code to deduct or withhold amounts from or in respect of amounts payable under one or more Loan Document to one or more Recipients. It is agreed that, with respect to Taxes required by the Code to be deducted or withheld by a Credit Party, the relevant Credit Party shall give Agent at least five (5) Business Days prior notice of its intention to make any such deductions or withholdings and an explanation of the reasons for same. (c) If any Taxes shall be required by any Requirement of Law other than the Code (or any successor thereto) to be deducted or withheld from or in respect of any amount payable under any Loan Document to any Recipient (i) if such Tax is an Indemnified Tax, such amount payable by the relevant Credit Party shall be increased as necessary to ensure that, after all required deductions or withholdings for Indemnified Taxes are made (including deductions and withholdings applicable to any increases to any amount under this Section 10.1), such Recipient receives the amount it would have received had no such deductions or withholdings been made, (ii) the relevant Credit Party or the Agent shall make such deductions or withholdings, (iii) the relevant Credit Party or the Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law and (iv) within 30 days after such payme...

Taxes. Other than as set forth in Section 2.10 of the Company Disclosure Schedule, (a) The Company (i) has timely filed with each appropriate Governmental Body all Tax Returns required to be filed by or with respect to it, and (ii) has fully and timely paid all Taxes due and owing by it (whether or not such Taxes have been reflected on any Tax Return). All such Tax Returns are true, correct and complete in all material respects and no such Tax Return has been amended. All Taxes that the Company has been required by Law to withhold or to collect for payment have been duly withheld and collected, and have been paid over to the appropriate Governmental Body or are being held by the Company for such payment in compliance with all applicable legal requirements. (i) There are no pending Claims by any Governmental Body that has provided written notice thereof to the Company with respect to Taxes relating to the Company; (ii) no extension or waiver of the limitation period applicable to any Tax Return of the Company (including, without limitation, any such period to file any such Tax Return or for the assessment, collection or payment of any Taxes) has been requested, granted or is in effect; (iii) no Tax Return of the Company is currently under audit by any Governmental Body; and (iv) the Company has not received any written notice of adjustment from any Governmental Body with respect to Taxes of the Company. (c) The Company has no liability for the Taxes of any Person under any provision of state, local or foreign law, as a transferee or successor by contract, or otherwise, or has ever been a party to, or bound by, any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar contract. (d) There are no Tax liens on any assets of the Company, other than Permitted Liens. (e) The Company is not doing business in or engaged in a trade or business in any jurisdiction in which it has not filed all required Tax Returns, and no notice or inquiry has been received by the Company from any Governmental Body with which Tax Returns have not been filed by the Company to the effect that the filing of Tax Returns may be required. The Company is not required to file any Tax Returns in any jurisdiction outside Canada. (f) The Company has not been at any time a member of any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired. (g) The Company has not agre...