Taxes Payable. 7.1 The Corporation agrees to reimburse the Indemnified Party for the net amount of all taxes payable by the Indemnified Party under the taxing laws of any jurisdiction as a result of the payment or reimbursement or Advance under this Agreement, including this clause, constituting a taxable benefit to the Indemnified Party.
Taxes Payable. The JVC shall pay taxes in accordance with the applicable laws and regulations of PRC, and shall enjoy the preferential tax treatment it is entitled to under the Income Tax Law for Foreign Investment Enterprises and other applicable laws and regulations of PRC. In respect, Party A shall give its utmost assistance.
Taxes Payable. Any capital gains taxes, income taxes, transfer taxes, stamp duties, filing fees, registration fees, amounts required to be withheld, recordation expenses, escrow fees or other similar taxes, fees, charges, amounts or expenses incurred by the Seller or the Company in connection with the transfer of the Shares to the Buyer shall be borne and paid exclusively by the Seller. The Seller shall be prepare and timely file (or cause to be prepared and timely filed) any Tax Returns for these Taxes and shall be responsible for all fees and expenses in connection therewith.
Taxes Payable. Each party shall be responsible for its own income Taxes. Subject to Section 7.2(b), Sellers shall be responsible for non-income Taxes of the Business that relate to periods ending on or prior to the Closing, and Buyer shall be responsible for non-income Taxes of the Business that relate to periods beginning after the Closing. For purposes of this Agreement, the following portions of any Taxes payable with respect to a taxable period beginning on or prior to the Closing Date and ending after the Closing Date (a “Straddle Period”) shall be allocated to the Pre-Closing Tax Period (with the remainder of such Taxes allocated to the Post-Closing Tax Period):
Taxes Payable. All present and future taxes payable in respect of, calculated by reference to or deducted from payments under the Finance Documents (other than taxes payable on the overall net income of any Bank or the Facility Office through which it is lending by the jurisdiction in which it is located) shall be for the account of the Obligors. If any deduction or payment is required to be made, the relevant Obligor shall make all necessary payments to ensure that, after the making of the required deduction or payment, the relevant person receives and retains (free from any liability) a net sum equal to the sum which it would have received and so retained had no such deduction or payment been made or required to be made and shall, within thirty days after it has made such payment to any applicable authority, deliver to the Facility Agent an original receipt (or a certified copy thereof) issued by such authority evidencing the payment.
Taxes Payable. If a borrower has unused NOL carryforwards available in the period in which an asset is sold that generates a gain, my understanding is that the NOL may be used so that the borrower does not, in fact, pay any tax out-of-pocket in respect of the gain on the sale. That is to say, the borrower does not make a cash tax payment to the IRS for the realized gain on the sale. Further, it is my understanding that, having used the NOL, the borrower will never be asked to make a cash payment to the IRS in the future in respect of the sale. Thus, if a borrower has available and unused NOLs, allowing a deduction for taxes payable in respect of the sale may leave the borrower with cash burning a hole in the borrower’s pocket, so to speak. The reason is that a tax is payable in respect of the sale— it is just that application of the NOL reduces taxable income for the period so that no tax is paid in cash. A similar problem can arise if the borrower has capital loss carryforwards available to offset a capital gain on an asset sale. The problem further is compounded because of the corporate AMT (or alternative minimum tax). NOLs may be used to offset 90% of the corporate AMT and, NOLs are computed and tracked somewhat differently depending on whether they are used to reduce taxable income or AMT. Thus, a fair amount of calculation and assumption is needed if a lender wants to give a borrower credit for cash taxes actually paid in respect of particular transaction. The large message here is that period based accounting (whether financial or tax) often does not mesh well with assessment of the impact of a transaction occurring at a point in time. The small message here is that lenders need to consider the tax posture of their borrowers before automatically agreeing to a deduction for taxes payable in respect of asset sales when computing the “net proceeds” realized from the asset sale. One can imagine a host of other issues of tracing, one example being a transaction in which some asset sales trigger prepayments while others do not. What if a loss is generated on the exempt asset sales and a gain is generated on an asset sale that requires prepayment of proceeds (or vice versa). For now, it is sufficient to recognize the issues. The problem is compounded by the fact that asset sales take place in the middle of periods and the tax posture of the borrower for the period will be determined only after this period is completed. [FOR THE TAX LLM’s IN THE CLASS: Prior to the second...
Taxes Payable. Notwithstanding and in lieu of the procedures set forth in Section 7.4, upon Parent’s request, the Securityholders’ Representative shall authorize transfer to 41 Parent from the Escrow Account in immediately available funds within 15 days following the filing of the applicable Tax Return, an amount equal to (i) the Taxes shown as owing on all CEA 2010 Income Tax Returns, if any, less the Tax Adjustment Amount (ii) the Taxes shown as owing on all other Tax Returns filed by Parent that include a period that ends on the Closing Date (other than the CEA 2010 Income Tax Returns) except to the extent such Taxes were included as a liability in the computation of Net Working Capital (as finally determined pursuant to Section 1.10), and (iii) the Former Securityholders’ share of Taxes owing on all Tax Returns filed or caused to be filed by Parent that includes a Straddle Period except to the extent such Taxes were included as a liability in the computation of Net Working Capital (as finally determined pursuant to Section 1.10), which share shall be that portion of the Taxes for the Straddle Period that are properly allocable to the period that the Former Securityholders owned the Company Shares and the CEA Shares as described in Section 4.11(c). If the Taxes shown as owing on any Tax Return filed pursuant to (i) or (ii) above are less than the amount of Taxes paid by the Company or CEA prior to the Closing Date in respect of such Taxes (including the Tax Adjustment Amount) (in each case, an “Overpayment”) Parent shall pay over to the Securityholders’ Representative on behalf of the Former Securityholders any such Overpayment within 15 days following the filing of such Tax Return.