01 Taxes. 46 3.02 Illegality.........................................................47 3.03
01 Taxes. 27 3.02 ILLEGALITY...........................................................................................29 3.03 INCREASED COSTS AND REDUCTION OF RETURN..............................................................29 3.04
01 Taxes. 16 3.02 Illegality................................................................ 17 3.03 Inability to Determine Eurodollar Rate.................................... 17 3.04 Increased Cost and Reduced Return; Capital Adequacy....................... 18 3.05
01 Taxes. 25 4.02 Illegality . . . . . . . . . . . . . . . . . . . . . . 26 4.03 Increased Costs and Reduction of Return. . . . . . . . 26 4.04
01 Taxes. ...Section 3.12 ================================================================================ AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is entered into as of February 28, 2001, by and among Equity Securities Investments, Inc., a Minnesota corporation (the "Company"), Realco, Inc., a New Mexico corporation ("Parent"), and ESI Acquisition Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of Parent ("Acquisition Sub").
01 Taxes. Tenant shall be responsible for any taxes, including, but not limited to, New York State transfer taxes, payable by reason of the execution of this Lease. Landlord shall complete and sign any required tax return.
01 Taxes. 4.11(b) Tax Return . . . . . . . . . . . . . . . . . . . . . . . . . . 4.11(b) WCAS VII . . . . . . . . . . . . . . . . . . . . . . . . . . .
01 Taxes. For purposes of this Section, the term “Lender” includes any Issuing Bank. (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 any Loan Party hereunder or under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent or a Loan Party, as applicable) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Administrative Agent shall be required by any applicable Laws to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party 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 3.01), the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. 59 #96922345v9
01 Taxes. 3.13(m) Tax Returns............................................................3.13(m) Termination Fee........................................................8.02(a) Trust...................................................................3.18 Trustee.................................................................3.18
01 Taxes. 29 ----- SECTION 10.02
