33 Uses in Taxes Clause

Taxes from Credit Agreement

THIS CREDIT AGREEMENT AND GUARANTY dated as of [_____], 2015 (as amended, supplemented or otherwise modified from time to time, this "Agreement"), is by and among ALLIQUA BIOMEDICAL, INC., a Delaware corporation (the "Borrower"), each Guarantor (as defined below) party hereto and PERCEPTIVE CREDIT OPPORTUNITIES FUND, LP (together with its Affiliates, successors, permitted transferees and permitted assignees, the "Lender").

Taxes. Each Loan Party has filed all income and other tax returns and reports required by law to have been filed by it and has paid all Taxes thereby shown to be due and owing, except any such Taxes which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books.

Taxes from Agreement

THIS AGREEMENT (the "Agreement") is entered into this 1st day of May, 2014 ("Effective Date"), by and among ENERJEX KANSAS, INC., a Nevada corporation ("EnerJex"), WORKING INTEREST, LLC, a Kansas limited liability company ("WILLC"), VIKING ENERGY PARTNERS, LLC, a Texas limited liability company ("Viking"), and COAL CREEK ENERGY, LLC, a Kansas limited liability company ("Coal Creek", and together with EnerJex, WILLC, and Viking, individually a "Party" and collectively the "Parties").

Taxes. With respect to each interest transferred pursuant to this Agreement, each Party shall be responsible for paying its ratable share of any property, ad valorem, and/or severance taxes ("Tax Burdens") incurred by EnerJex for the period ending April 30, 2014 based on each Party's respective ownership in the subject leases immediately prior to the Effective Date. Any such amounts shall be payable to EnerJex immediately upon receipt of notice from EnerJex describing such amounts and providing proof of such Tax Burdens. The Tax Burdens for tax year 2014 shall be allocated thirty-three percent (33-uses-in-taxes-clause" title="Click to see all 33% (percent) values">33%) to the period ending April 30, 2014 and sixty-seven percent (67%) to the period commencing May 1, 2014.

Taxes from Term Loan Agreement

THIS TERM LOAN AGREEMENT (this "Agreement") is made and entered into as of April 22, 2014, by and among COMMUNITY BANKERS TRUST CORPORATION, a Virginia corporation (the "Borrower"), the several banks and other financial institutions from time to time party hereto (the "Lenders"), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the "Administrative Agent").

Taxes. The Borrower and its Subsidiaries have timely filed or caused to be filed all Federal income tax returns and all other material tax returns that are required to be filed by them, and have paid all taxes shown to be due and payable on such returns or on any assessments made against them or their property and all other taxes, fees or other charges imposed on them or any of their property by any Governmental Authority, except (i) to the extent the failure to do so would not have a Material Adverse Effect or (ii) where the same are currently being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as the case may be, has set aside on its books adequate reserves.

Taxes from Junior Mezzanine Loan Agreement

THIS JUNIOR MEZZANINE LOAN AGREEMENT, dated as of September 10, 2013 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 ("Lender"), and ASHFORD PIER HOUSE MEZZ B LLC, a Delaware limited liability company, having its principal place of business at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 ("Borrower").

Taxes. " means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto."Securities" shall have the meaning set forth in Section 9.1 hereof."Securities Act" shall have the meaning set forth in Section 9.2(a) hereof."Securitization" shall have the meaning set forth in Section 9.1 hereof."Senior Mezzanine Borrower" shall have the meaning set forth in the recitals to this Agreement."Senior Mezzanine Borrower Company Agreement" shall mean the limited liability company operating agreement and other organizational documents for Senior Mezzanine Borrower set forth on Schedule XII attached hereto."Senior Mezzanine Collateral" shall mean, collectively, the "Collateral" as defined in the Senior Mezzanine Loan Agreement."Senior Mezzanine Debt Service" shall mean, with respect to any particular period of time, the scheduled interest payments then due under the Senior Mezzanine Loan."Senior Mezzanine Environmental Indemnity" shall mean the "Environmental Indemnity" as defined in the Senior Mezzanine Loan Agreement."Senior Mezzanine Guaranty" shall mean the "Guaranty" as defined in the Senior Mezzanine Loan Agreement."Senior Mezzanine Interest Rate Cap Agreement" shall have the meaning ascribed to such term in the Senior Mezzanine Loan Agreement."Senior Mezzanine Lender" shall have the meaning set forth in the recitals to this Agreement."Senior Mezzanine Loan" shall have the meaning set forth in the recitals to this Agreement."Senior Mezzanine Loan Agreement" shall mean that certain Senior Mezzanine Loan Agreement, dated as of the date hereof, between Senior Mezzanine Borrower and Senior Mezzanine Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time."Senior Mezzanine Loan Debt" shall mean the "Debt", as defined in the Senior Mezzanine Loan Agreement."Senior Mezzanine Loan Default" shall mean a "Default" as defined in the Senior Mezzanine Loan Agreement."Senior Mezzanine Loan Documents" shall mean all documents evidencing the Senior Mezzanine Loan and all documents executed and/or delivered by or on behalf of Senior Mezzanine Borrower in connection therewith."Senior Mezzanine Loan Event of Default" shall mean an "Event of Default" as defined in the Senior Mezzanine Loan Agreement."Senior Mezzanine Note" shall have the meaning set forth in the recitals to this Agreement."Senior Mezzanine Pledge Agreement" shall have the meaning ascribed to such term in the Senior Mezzanine Loan Agreement."Senior Mezzanine Pledgor" shall have the meaning set forth in the recitals to this Agreement."Senior Mezzanine Reserve Funds" shall mean the "Reserve Funds" as defined in the Senior Mezzanine Loan Agreement."Servicer" shall have the meaning set forth in Section 9.5 hereof."Severed Loan Documents" shall have the meaning set forth in Section 8.2(c) hereof."Special Purpose Entity" shall mean a corporation, limited partnership or limited liability company that, since the date of its formation and at all times on and after the date thereof, has complied with and shall at all times comply with the following requirements unless it has received prior consent to do otherwise from Lender or a permitted administrative agent thereof, and, while the Loan is securitized, a Rating Agency Confirmation from each of the Approved Rating Agencies, and an Additional Insolvency Opinion, in each case:

Taxes from Senior Mezzanine Loan Agreement

THIS SENIOR MEZZANINE LOAN AGREEMENT, dated as of September 10, 2013 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 ("Lender"), and ASHFORD PIER HOUSE MEZZ A LLC, a Delaware limited liability company, having its principal place of business at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 ("Borrower").

Taxes. " means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto."Securities" shall have the meaning set forth in Section 9.1 hereof."Securities Act" shall have the meaning set forth in Section 9.2(a) hereof."Securitization" shall have the meaning set forth in Section 9.1 hereof."Senior Mezzanine Interest Rate Cap Agreement" shall mean, collectively, one or more interest rate protection agreements (together with the confirmation and schedules relating thereto) acceptable to Lender, between an Acceptable Counterparty and Borrower obtained by Borrower as and when required pursuant to Section 2.2.7 hereof. After delivery of a Replacement Interest Rate Cap Agreement to Lender, the term "Senior Mezzanine Interest Rate Cap Agreement" shall be deemed to mean such Replacement Interest Rate Cap Agreement and such Replacement Interest Rate Cap Agreement shall be subject to all requirements applicable to the Senior Mezzanine Interest Rate Cap Agreement."Servicer" shall have the meaning set forth in Section 9.5 hereof."Severed Loan Documents" shall have the meaning set forth in Section 8.2(c) hereof."Special Purpose Entity" shall mean a corporation, limited partnership or limited liability company that, since the date of its formation and at all times on and after the date thereof, has complied with and shall at all times comply with the following requirements unless it has received prior consent to do otherwise from Lender or a permitted administrative agent thereof, and, while the Loan is securitized, a Rating Agency Confirmation from each of the Approved Rating Agencies, and an Additional Insolvency Opinion, in each case:

Taxes from Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT, dated as of August 1, 2013, is made by and among Imperial Group, L.P., a Delaware limited partnership ("Seller"), Accuride Corporation, a Delaware corporation ("Parent"), and Imperial Group Manufacturing, Inc., a Delaware corporation ("Buyer"). Seller, Parent and Buyer are sometimes each referred to herein individually as a "Party" and collectively as the "Parties."

Taxes. Except as disclosed in Section 4.8 of the Disclosure Schedule:

Taxes from Credit Agreement

This CREDIT AGREEMENT (Agreement) is entered into as of October 18, 2012, among HILL INTERNATIONAL, INC., a Delaware corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and OBSIDIAN AGENCY SERVICES, INC., as Administrative Agent.

Taxes. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If the Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made. (b) Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. (c) Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent and each Lender, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and 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. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender shall, and does hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender to the Borrower or the Administrative Agent pursuant to subsection (e). Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in the foregoing clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations. (d) Evidence of Payments. Upon request of the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by the Borrower or the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver

Taxes from Second Amended and Restated Credit Agreement

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 15, 2005 (the "Credit Agreement"), is by and between CABELA'S INCORPORATED, a Delaware corporation ("Cabela's"), CABELA'S RETAIL, INC., a Nebraska corporation, VAN DYKE SUPPLY COMPANY, INC., a South Dakota corporation, CABELA'S VENTURES, INC., a Nebraska corporation, CABELA'S OUTDOOR ADVENTURES, INC., a Nebraska corporation, CABELA'S CATALOG, INC., a Nebraska corporation, CABELA'S WHOLESALE, INC., a Nebraska corporation, CABELA'S MARKETING AND BRAND MANAGEMENT, INC., a Nebraska corporation, CABELAS.COM, INC., a Nebraska corporation, WILD WINGS, LLC, a Minnesota limited liability company, CABELA'S LODGING, LLC, a Nebraska limited liability company, CABELA'S RETAIL LA, LLC, a Nebraska limited liability company, CABELA'S TROPHY PROPERTIES, LLC, a Nebraska limited liability company, ORIGINAL CREATIONS, LLC, a Minnesota limited liability company, CABELA'S RETAIL TX, L.P., a Nebraska limited partnership, CABELA'S RETAIL GP, LLC, a

Taxes. (a) Any and all payments by the Borrowers hereunder or under the Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges of withholdings, and all liabilities with respect thereto, excluding, in the case of each Bank and the Administrative Agent, taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under the Notes being hereinafter referred to as "Taxes"). (b) The Borrowers agree to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or under the Notes or from the execution, delivery or registration of, performing under, or otherwise with respect to, this Agreement or the Notes (hereinafter referred to as "Other Taxes"). (c) The Borrowers shall indemnify each Bank and the Administrative Agent for the full amount of Taxes or Other Taxes imposed on or paid by such Bank or the Administrative Agent and any penalties, interest and expenses with respect thereto. Payments on this indemnification shall be made within 30 days from the date such Bank or the Administrative Agent makes written demand therefor. (d) Within thirty (30) days after the date of any payment of Taxes, the Borrowers shall furnish to the Administrative Agent, at its address referred to on the signature page hereof a certified copy of a receipt evidencing payment thereof. In the case of any payment hereunder or under the Notes by or on behalf of the Borrowers through an account or branch outside the United States or by or on behalf of the Borrowers by a payor that is not a United States person, if the Borrowers determine that no Taxes are payable in respect thereof, the Borrowers shall furnish or shall cause such payor to furnish, to the Administrative Agent, at such address, an opinion of counsel acceptable to the Administrative Agent stating that such payment is exempt from Taxes. For purposes of this subsection (d) and subsection (e), the terms "United States" and "United States person" shall have the meanings specified in Section 7701 of the Code. (e) Each Bank, as of the date it becomes a party hereto, represents to the Borrowers and the Administrative Agent that it is either (i) organized under the laws of the United States or any State thereof or (ii) is entitled to complete exemption from United States withholding tax imposed on or with respect to any payments, including fees, to be made pursuant to this Agreement (x) under an applicable provision of a tax convention to which the United States is a party or (y) because it is acting through a branch, agency or office in the United States and any payment to be received by it hereunder is effectively connected with a trade or business in the United States. Each Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrowers' Agent and the Administrative Agent, on or before the day on which such Bank becomes a party hereto, duly completed and signed copies of either Form W-8BEN or Form W-8ECI of the United States Internal Revenue Service, or appropriate successor forms. Form W-8BEN shall include such Bank's United States taxpayer identification number if required under then current regulations to claim exemption from withholding pursuant to a tax convention. Thereafter and from time to time, each such Bank shall submit to the Borrowers' Agent and the Administrative Agent such additional duly completed and signed copies of one or the other of such Forms (or such successor Forms as shall be adopted from time to time by the relevant United States taxing authorities) as may be (i) reasonably requested by the Borrowers' Agent or the Administrative Agent and (ii) required and permitted under then-current United States law or regulations to avoid United States withholding taxes on payments in respect of all payments to be received by such Bank hereunder. Upon the request of the Borrowers' Agent or the Administrative Agent, each Bank that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrowers' Agent and the Administrative Agent a certificate on Internal Revenue Service Form W-9 or such substitute form as is reasonably satisfactory to the Borrowers' Agent and the Administrative Agent to the effect that it is such a United States person. (f) If the Borrowers shall be required by law or regulation to make any deduction, withholding or backup withholding of any taxes, levies, imposts, duties, fees, liabilities or similar charges of the United States of America, any possession or territory of the United States of America (including the Commonwealth of Puerto Rico) or any area subject to the jurisdiction of the Un

Taxes from Asset Purchase Agreement

ASSET PURCHASE AGREEMENT (this Agreement), dated as of November 19, 2007, among Pope & Talbot, Inc. (PTI), a corporation organized under the laws of the State of Delaware, Pope & Talbot Ltd. (PTL), a corporation organized under the federal laws of Canada, Pope & Talbot Lumber Sales, Inc. (PTLS), a corporation organized under the laws of the State of Delaware, Pope & Talbot Spearfish Limited Partnership (PTSLP), a limited partnership under the laws of the State of South Dakota (collectively, the Sellers), and International Forest Products Limited (the Purchaser), a British Columbia corporation.

Taxes. Except as set forth in Section 3.16 of the Disclosure Schedule, and except for matters that would not have a Material Adverse Effect, (a) all Tax Returns in respect of Taxes required to have been filed with respect to the Business or the Purchased Assets have been timely filed (taking into account any extension of time to file granted or obtained), (b) all Taxes shown to be payable on such Tax Returns have been paid or will be timely paid, (c) none of the Sellers have received from any Governmental Authority any written notice of proposed adjustment, deficiency or underpayment of any Taxes relating to the Business or the Purchased Assets, other than a proposed adjustment, deficiency or adjustment that has been satisfied by payment or settlement, or withdrawn, (d) there are no Tax liens on any of the Purchased Assets (other than Permitted Encumbrances), and (e) all sales tax collected by any of the Sellers pursuant to the Social Service Tax Act (British Columbia) through to the Closing Date has and will be remitted as and when due, as required thereby.

TAXES from Lease

TAXES. Tenant shall be liable for and shall pay as additional rental, prior to delinquency, the following: (i) all taxes and assessments levied against Tenants personal property and trade or business fixtures; (ii) all real estate taxes and assessment installments or other impositions or charges which may be levied on the Premises or upon the occupancy of the Premises, including any substitute or additional charges which may be imposed applicable to the Lease Term; and (iii) real estate tax increases due to an increase in assessed value resulting from a sale, transfer or other change of ownership of the Premises as it appears on the City and County tax bills during the Lease Term. All real estate taxes shall be prorated to reflect the Lease Commencement and Expiration Dates. If, at any time during the Lease Term a tax, excise on rents, business license tax or any other tax, however described, is levied or assessed against Landlord as a substitute or addition, in whole or in part, for taxes assessed or imposed on land or Buildings, Tenant shall pay and discharge its pro rata share of such tax or excise on rents or other tax before it becomes delinquent; except that this provision is not intended to cover net income taxes, inheritance, gift or estate tax imposed upon Landlord. Any tax assessments shall be payable over the longest term allowed. In the event that a tax is placed, levied, or assessed against Landlord and the taxing authority takes the position that Tenant cannot pay and discharge its pro rata share of such tax on behalf of Landlord, then at Landlords sole election, Landlord may increase the Base Monthly Rent by the exact amount of such tax and Tenant shall pay such increase. If by virtue of any application or proceeding brought by Landlord, there results a reduction in the assessed value of the Premises during the Lease Term, Tenant agrees to pay Landlord a fee consistent with the fees charged by a third party appeal firm for such services but in no event more than the amount of tax savings. Notwithstanding the foregoing, if property taxes increase during the Lease Term as a result of a reassessment due to a voluntary change of ownership, Tenants shall be responsible for payment of the resulting property tax increase as follows: during the first twelve months, Tenant shall be responsible for payment of thirty three percent (33-uses-in-taxes-clause" title="Click to see all 33% (percent) values">33%) of the tax increase; during the second twelve months, Tenant shall be responsible for payment of sixty seven percent (67%) of the tax increase, thereafter Tenant shall be responsible for payment of the entire tax increase.