Taxes 100 Sample Clauses

Taxes 100. Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs 103 Section 2.19 Mitigation Obligations; Replacement of Lenders 106 Section 2.20 Incremental Commitments 107 Section 2.21 Defaulting Lender 111 Section 2.22 Illegality 113 ARTICLE III REPRESENTATIONS AND WARRANTIES 113 Section 3.01 Organization; Powers 113 Section 3.02 Authorization 114 Section 3.03 Enforceability 114 Section 3.04 Governmental Approvals 114 Section 3.05 Financial Statements 114 Section 3.06 No Material Adverse Effect 115 Section 3.07 Title to Properties; Possession Under Leases 115 Section 3.08 Subsidiaries 116 Section 3.09 Litigation; Compliance with Laws 116 Section 3.10 Federal Reserve Regulations 116 Section 3.11 Investment Company Act 116 Section 3.12 Use of Proceeds 117 Section 3.13 Tax Returns 117 Section 3.14 No Material Misstatements 117 Section 3.15 Employee Benefit Plans 118 Section 3.16 Environmental Matters 119 Section 3.17 Security Documents 119 Section 3.18 Location of Real Property and Leased Premises 120 Section 3.19 Solvency 121 Section 3.20 Labor Matters 121 Section 3.21 Insurance 121 Section 3.22 No Default 122 Section 3.23 Intellectual Property; Licenses, Etc. 122 Section 3.24 Senior Debt 122 Section 3.25 Centre of Main Interest 122 Section 3.26 Financial Assistance 122 Section 3.27 Anti-Terrorism Laws 122 Section 3.28 Foreign Corrupt Practices Act 123 ARTICLE IV CONDITIONS OF LENDING 123 Section 4.01 All Credit Events 123 Section 4.02 First Credit Event 124 ARTICLE V AFFIRMATIVE COVENANTS 127 Section 5.01 Existence; Businesses and Properties 127 Section 5.02 Insurance 127 Section 5.03 Taxes 128 Section 5.04 Financial Statements, Reports, etc. 128 Section 5.05 Litigation and Other Notices 131 Section 5.06 Compliance with Laws 132 Section 5.07 Maintaining Records; Access to Properties and Inspections 132 Section 5.08 Use of Proceeds 133 Section 5.09 Compliance with Environmental Laws 133 Section 5.10 Further Assurances; Additional Security 133 Section 5.11 Compliance with Material Contracts 136 Section 5.12 Cash Management Systems; Application of Proceeds of Accounts 137 Section 5.13 Foreign Pension Plans 140 ARTICLE VI NEGATIVE COVENANTS 140 Section 6.01 Indebtedness 140 Section 6.02 Liens 145 Section 6.03 Sale and Lease-Back Transactions 150 Section 6.04 Investments, Loans and Advances 150 Section 6.05 Mergers, Amalgamations, Consolidations, Sales of Assets and Acquisitions 153 Section 6.06 Dividends and Distributions 157 Section 6.07 Transaction...
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Taxes 100. Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs 103 Section 2.19 Mitigation Obligations; Replacement of Lenders 105 Section 2.20 Illegality 106 Section 2.21 Incremental Commitments 106 Section 2.22 Defaulting Lender 115 ARTICLE III REPRESENTATIONS AND WARRANTIES 117 Section 3.01 Organization; Powers 117 Section 3.02 Authorization 117 Section 3.03 Enforceability 118 Section 3.04 Governmental Approvals 118 Section 3.05 Financial Statements 118 Section 3.06 No Material Adverse Effect 118 Section 3.07 Title to Properties; Possession Under Leases 118 Section 3.08 Subsidiaries 119 Section 3.09 Litigation; Compliance with Laws 119
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Taxes 100. Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs 103 Section 2.19 Mitigation Obligations; Replacement of Lenders 106 Section 2.20 Illegality 107 Section 2.21 Defaulting Lenders 108 Section 2.22 Facility Increases 110 Section 2.23 Bank Products and Swap Agreements 113 Section 2.24 Protective Advances 114
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Taxes 100. SECTION 2.18 Payments Generally; Pro Rata Treatment; Sharing of Setoffs 103 SECTION 2.19 Mitigation Obligations; Replacement of Lenders 104 SECTION 2.20 Incremental Credit Extensions 105 SECTION 2.21 Refinancing Amendments 108 SECTION 2.22 Defaulting Lenders 109 SECTION 2.23 Illegality 111 SECTION 2.24 Loan Modification Offers 111 TABLE OF CONTENTS (continued) Page
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Taxes 100. Section 3.10 ERISA 100 Section 3.11 Disclosure 100 Section 3.12 Subsidiaries 100 Section 3.13 Insurance 101 Section 3.14 Labor Matters 101 Section 3.15 Solvency 101 Section 3.16 Security Interests 101 Section 3.17 No Filing or Stamp Taxes 103 Section 3.18 [Reserved] 103 Section 3.19 Pensions 103 Section 3.20 Centre of main interests and establishments 103 Section 3.21 Patriot Act 104 Section 3.22 Senior Indebtedness 104 Article IV. CONDITIONS OF EXTENSIONS OF CREDIT 104
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Taxes 100. Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs 104 Section 2.19 Mitigation Obligations; Replacement of Lenders 105
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Related to Taxes 100

  • Taxes, Etc Any taxes, fees and expenses in connection with the purchase and registration under the Buyers’ flag shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account.

  • Taxes and Tax Returns (a) Each of Home and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns that were required to be filed by it, and all such Tax Returns are true, correct and complete in all material respects. Neither Home nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of Home and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid other than Taxes that have been reserved or accrued on the balance sheet of Home or its Subsidiaries or which Home and/or its Subsidiaries is contesting in good faith. Each of Home and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party. Neither Home nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Home and its Subsidiaries for all years to and including 2008 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither Home nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any Tax of Home and its Subsidiaries or the assets of Home and its Subsidiaries. Home has made available to Cascade true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither Home nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Home and its Subsidiaries). Neither Home nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Home) or (ii) has any liability for the Taxes of any person (other than Home or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither Home nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither Home nor any of its Subsidiaries has participated in a listed transaction within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (or any predecessor provision), and neither Home nor any of its Subsidiaries has been notified of, or to the knowledge of Home or its Subsidiaries has participated in, a transaction that is described as a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has Home been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. There are no Liens for Taxes upon the assets of Home or any of its Subsidiaries other than Liens for current Taxes not yet due and payable. As of the date hereof, neither Home nor its Subsidiaries has knowledge of any conditions which exist or which may fail to exist that might prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. No claim has ever been made by any Governmental Entity in a jurisdiction where Home or a Home Subsidiary does not file Tax Returns that Home or such Subsidiary is or may be subject to taxation by that jurisdiction. Neither Home nor any of its Subsidiaries has filed an election under Section 338(g) or 338(h)(10) of the Code. Neither Home nor any of its Subsidiaries has agreed, nor is it required, to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise that will affect its liability for Taxes.

  • Ad Valorem Taxes Prior to delinquency, Tenant shall pay all taxes and assessments levied upon trade fixtures, alterations, additions, improvements, inventories and personal property located and/or installed on or in the Premises by, or on behalf of, Tenant; and if requested by Landlord, Tenant shall promptly deliver to Landlord copies of receipts for payment of all such taxes and assessments. To the extent any such taxes are not separately assessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced by Landlord.

  • Taxes; Charges Each Borrower shall pay before any fine, penalty, interest or cost may be added thereto, and shall not enter into any agreement to defer, any real estate taxes and assessments, franchise taxes and charges, and other governmental charges that may become a Lien upon any Individual Property or become payable during the term of the Loans (the “Taxes”), and will promptly furnish the Administrative Agent with evidence of such payment; however, each Borrower’s compliance with Sections 5.8(1) and 5.9(2) of this Agreement relating to impounds for taxes and assessments shall, with respect to payment of such taxes and assessments, be deemed compliance with this Section 8.2. No Borrower shall suffer or permit the joint assessment of any Individual Property with any other real property constituting a separate tax lot or with any other real or personal property. Each Borrower shall pay when due all claims and demands of mechanics, materialmen, laborers and others which, if unpaid, might result in a Lien on any Individual Property; however, so long as no Event of Default (following any required notice from the Administrative Agent to the Borrowers and following the expiration of any applicable cure period) shall exist, a Borrower may contest the validity of such claims and demands or Taxes so long as (a) such Borrower notifies the Administrative Agent that it intends to contest such claim or demand or Taxes, (b) such Borrower provides the Administrative Agent with cash or an irrevocable letter of credit issued by a financial institution satisfactory to the Administrative Agent in an amount equal to 110% of the contested amount or such other security satisfactory to the Administrative Agent in its reasonable discretion (including an endorsement to the Administrative Agent’s title insurance policy insuring against such claim or demand) assuring the discharge of such Borrower’s obligations for such claims and demands or payment of Taxes, including interest and penalties, and (c) such Borrower is diligently contesting the same by appropriate legal proceedings in good faith and at its own expense and concludes such contest or obtains a stay thereof prior to the thirtieth (30th) day preceding the date on which any Individual Property is scheduled to be sold for non-payment. In the event that any Borrower is contesting any Taxes in accordance with this Section 8.2, the Administrative Agent shall not pay such Taxes as required pursuant to Section 5.9(2) hereof provided that such Borrower provides the Administrative Agent with (i) a written request to cease payment of Taxes and (ii) evidence reasonably satisfactory to the Administrative Agent that the Taxes are being contested in accordance with this Section 8.2.

  • Taxes and Tax Withholding (i) The Recipient acknowledges that under United States federal tax laws in effect on the Award Date, the Recipient will have taxable compensation income at the time of vesting based on the Market Value (as defined below) of the Common Stock on the Vesting Date. The Recipient shall be responsible for all taxes imposed in connection with the Award, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Award. The Company makes no representation or undertaking regarding the adequacy of any tax withholding in connection with the grant or vesting of the Award.

  • Taxes and Assessments; Tax Indemnity The Company shall (a) file all tax returns and appropriate schedules thereto that are required to be filed under applicable law, prior to the date of delinquency, (b) pay and discharge all taxes, assessments and governmental charges or levies imposed upon the Company, upon its income and profits or upon any properties belonging to it, prior to the date on which penalties attach thereto, and (c) pay all taxes, assessments and governmental charges or levies that, if unpaid, might become a lien or charge upon any of its properties; provided, however, that the Company in good faith may contest any such tax, assessment, governmental charge or levy described in the foregoing clauses (b) and (c) so long as appropriate reserves are maintained with respect thereto.

  • 01 Taxes 46 3.02 Illegality.........................................................47 3.03

  • Taxes and Returns (a) The Purchaser has timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which such Tax Returns are accurate and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP. Schedule 3.10(a) sets forth each jurisdiction where the Purchaser files or is required to file a Tax Return. There are no audits, examinations, investigations or other proceedings pending against the Purchaser in respect of any Tax, and the Purchaser has not been notified in writing of any proposed Tax claims or assessments against the Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of the Purchaser’s assets, other than Permitted Liens. The Purchaser has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Purchaser for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.

  • Taxes and Charges Contractor shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the Contractor’s business.

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