Taxes of Seller Sample Clauses

Taxes of Seller. If, by reason of the claim of any third party relating to any of the matters subject to indemnification by Seller, an Encumbrance, attachment, garnishment, or execution is placed or made upon any of the properties or assets owned or leased by Buyer, in addition to any indemnity obligation of Seller under this Section, Seller shall be obligated to furnish a bond sufficient to obtain the prompt release of such Encumbrance, attachment, garnishment or execution within five days from receipt of notice relating thereto.
Sample 1Sample 2
AutoNDA by SimpleDocs
Taxes of Seller. (a) All Tax Returns with respect to Taxes assessed or assessable against or otherwise relating to Seller, the Acquired Assets or the Business that are or have been required to be filed (or will be required to be filed for periods ending on or prior to the Closing Date) have been (or will be) duly and timely filed. All such Tax Returns are (or will be when filed) true, accurate and complete. All income Taxes and all other material Taxes of any kind, for all periods covered by such Tax Returns or portions thereof ending through the date hereof, and through the Closing, assessed or assessable against or otherwise relating to Seller, the Acquired Assets or the Business (whether or not shown or required to be shown on any Tax Return) have been (or will be) duly and timely paid in full. There are no Encumbrances on any of the Acquired Assets in connection with the payment or non-payment of Taxes, or filing or failure to file any Tax Return, other than Tax-related Permitted Encumbrances, and Seller does not have Knowledge (without having to undertake commercially reasonable inquiry) of any claim, which if determined adversely, would result in any such Encumbrance (other than Encumbrances for Taxes not yet due and payable or that are being contested in good faith). Seller has delivered to Federated copies of all Tax Returns filed by Seller since January 1, 2003.
Sample 1
Taxes of Seller. No waiver of any statute of limitations has been executed by Seller for any tax year which remains open or unsettled. To the best knowledge, information and belief of Seller, there is no examination or audit pending by the Internal Revenue Service or by any state or local taxing authority with respect to the tax matters of Seller. There is no liability for taxes or any tax deficiency or the existence of any basis from which liability for taxes or tax deficiency, including interest and penalties, might be asserted against Seller for any period in excess of the applicable reserve for taxes, if any, and Seller has no knowledge of any such liability or deficiency or the existence of any basis therefor.
Sample 1
Taxes of Seller. Except as set forth in Section 4.23 of the Disclosure Schedules:
Sample 1
Taxes of Seller. (a) All Tax Returns of Seller, or the business or assets thereof, that were required to be filed have been duly and timely filed and were correct and complete in all material respects when filed. All material Taxes of Seller (whether or not shown on any Tax Return) that are due and payable prior to or as of the Closing Date by Seller have been paid. Seller is not currently the beneficiary of any extension of time within which to file any Tax Return.
Sample 1
Taxes of Seller. Seller shall pay all income or other taxes of Seller or of the Equipment Subsidiary arising out of (i) the transfer of the HII Shares to Purchaser, (ii) the transfer of the HEC Shares to Seller, (iii) the transfer of the Assets described in the Bill of Sale to the Equipmenx Xxbsidiary, (iv) the payment or receipt of payment for any of the foregoing, (v) any consideration delivered in connection with the transfer of any of the foregoing, or (vi) as independent consideration for the Agreement Not to Compete hereinafter described. Neither Purchaser nor the Company shall be responsible for any business, occupation, income, withholding or similar tax, or any taxes of any kind, of the Seller.
Sample 1

Related to Taxes of Seller

  • Deliveries of Seller At Closing, Seller shall deliver to Buyer the following, and, as appropriate, all instruments shall be properly executed and conveyance instruments to be acknowledged in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to such Closing):

  • Liabilities of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.

  • Status of Seller The Seller is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Seller is not subject to regulation as a “holding company”, an “affiliate” of a “holding company”, or a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser:

  • Tax Service Contracts Unless otherwise agreed upon by the Seller and the Purchaser, each Mortgage Loan is covered by a life of loan, transferable real estate tax service contract assignable to the Purchaser.

  • Obligations of Seller at Closing At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to Purchaser, among other things, the following:

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Assumed Contracts If Buyer delivers a written notice of objection to any Assumed Contract prior to the expiration of the Due Diligence Period, then, to the extent a termination right in favor of the applicable Seller is provided for in such Assumed Contract, or if such Assumed Contract does not prohibit termination, the applicable Seller shall instruct its Property Manager to promptly following the expiration of the Due Diligence Period provide a notice of termination to the vendor thereunder with respect to each such Assumed Contract to which Buyer has timely objected (collectively, the “Objectionable Contracts”); provided, however, that (i) Buyer may not object to any of the Cable Contracts or any other Assumed Contract marked “must assume” on Schedules 3.1(l)-1 through 3.1(l)-5 and shall assume the same at Closing pursuant to the applicable Assignment of Contracts; (ii) Seller shall have no obligation to terminate any Contract, which by its terms is not terminable or which cannot be terminated without payment of an express termination fee or penalty unless Buyer agrees in writing to pay such termination fee or penalty; (iii) if the termination of any Objectionable Contract cannot be made effective upon the Closing Date (Seller not being obligated to pay any money to accomplish such termination), then such Objectionable Contract shall be assumed by Buyer at Closing pursuant to the applicable Assignment of Contracts (together with all Assumed Contracts with respect to the applicable Asset that do not constitute Objectionable Contracts) for the remaining period of such Assumed Contract until its effective date of termination, and (iv) Buyer shall be responsible for any termination fees payable with respect to the termination of any Objectionable Contracts. Notwithstanding the foregoing, Buyer shall not be required or entitled to assume any Assumed Contract that, by its terms, may not be assigned to and assumed by Buyer without the consent of a third party, unless such third party’s written consent is actually obtained at or before the Closing. All Contracts that Buyer is required to assume hereunder are collectively referred to herein as the “Assumed Contracts”.

  • Responsibilities of Seller Anything herein to the contrary notwithstanding, the exercise by the Agent and the Purchasers of their rights hereunder shall not release the Servicer, Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.

  • Taxes; Assessments Such Borrower has paid or discharged, or caused to be paid or discharged, before the same shall have become delinquent, all taxes, assessments and governmental charges levied or imposed upon such Borrower or any Subsidiary of such Borrower or upon the income, profits or property of such Borrower or any Subsidiary of such Borrower, other than (i) such taxes, assessments and governmental charges the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established, or (ii) up to $10,000,000 at any time in aggregate taxes, assessments, and governmental charges so long as no material adverse effect upon the business, financial condition or results of operations of the Borrowers and their Subsidiaries, taken as a whole, would reasonably be expected to result therefrom, and so long as, upon knowledge thereof, the applicable Borrower or Subsidiary either promptly pays the applicable delinquent amount or contests such amount as contemplated above.

Time is Money Join Law Insider Premium to draft better contracts faster.