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20Taxes Sample Clauses

20TaxesFor purposes of this Section 2.20, the term “Lender” includes the Issuing Lender and the term “applicable law” includes FATCA.
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20Taxes. The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local government sales and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the state imposes such taxes on Consultant. Consultant shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Consultant may wish to have in place in connection with this Contract.
20TaxesThe Company and each of its Subsidiaries has timely filed or caused to be filed all income and other Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Company or such Subsidiary, as applicable, has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (b) to the extent that the failure to do so would not reasonably be expected to have an Material Adverse Effect.
20Taxes. (a) All Tax Returns required to be filed on or before the Closing Date by the Company have been, or will be, timely filed. Such Tax Returns are, or will be, true, complete and correct in all respects. All Taxes due and owing by the Company (whether or not shown on any Tax Return) have been, or will be, timely paid. (b) The Company has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, member or other party, and complied with all information reporting and backup withholding provisions of applicable Law. (c) No claim has been made by any taxing authority in any jurisdiction where the Company does not file Tax Returns that it is, or may be, subject to Tax by that jurisdiction. (d) No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of the Company. (e) The amount of the Company's Liability for unpaid Taxes for all periods ending on or before the Interim Balance Sheet Date does not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) reflected on the Financial Statements. The amount of the Company's Liability for unpaid Taxes for all periods following the end of the recent period covered by the Financial Statements shall not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) as adjusted for the passage of time in accordance with the past custom and practice of the Company (and which accruals shall not exceed comparable amounts incurred in similar periods in prior years). (f) Section 3.20(f) of the Disclosure Schedules sets forth: (i) the taxable years of the Company as to which the applicable statutes of limitations on the assessment and collection of Taxes have not expired; (ii) those years for which examinations by the taxing authorities have been completed; and (iii) those taxable years for which examinations by taxing authorities are presently being conducted. (g) All deficiencies asserted, or assessments made, against the Company as a result of any examinations by any taxing authority have been fully paid. (h) The Company is not a party to any Action by any taxing authority. There are no pending or threatened Actions by any taxing authority. (i) Seller has delivered to Buyer copies of all federal, state, local, and foreign income, franchise and similar Tax Returns, examination reports, and stat...
20Taxes. Except as disclosed in Section 4.20 of the Schedule of Exceptions or the SEC Documents, (i) the Company and its subsidiaries have filed all tax returns that are required to have been be filed by each of them or has requested extensions of the filing date thereof and (ii) the Company and its subsidiaries have paid all taxes required to be paid by any of them and any other assessment, fine or penalty levied against any of them, to the extent that any of the foregoing is due and payable, except in the case of clause (i) and (ii), for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business and (iii) there are no tax audits ongoing of which the Company has received written notice.
20Taxes. Except as set forth in Section 4.20 of the Disclosure Schedules: (a) All Tax Returns required to be filed by Seller for any Pre-Closing Tax Period have been, or will be, timely filed. Such Tax Returns are, or will be, true, complete and correct in all respects. All Taxes due and owing by Seller (whether or not shown on any Tax Return) have been, or will be, timely paid. (b) Seller has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, member or other party, and complied with all information reporting and backup withholding provisions of applicable Law. (c) No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of Seller. (d) All deficiencies asserted, or assessments made, against Seller as a result of any examinations by any taxing authority have been fully paid. (e) Seller is not a party to any Action by any taxing authority. There are no pending or threatened Actions by any taxing authority. (f) There are no Encumbrances for Taxes upon any of the Purchased Assets nor, to Seller’s Knowledge, is any taxing authority in the process of imposing any Encumbrances for Taxes on any of the Purchased Assets (other than for current Taxes not yet due and payable). (g) Seller is not a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2. (h) Seller is not, and has not been, a party to, or a promoter of, a “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011 4(b). ‌ ​ ​ ​ (i) None of the Purchased Assets is (i) required to be treated as being owned by another person pursuant to the so-called “safe harbor lease” provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, as amended, (ii) subject to Section 168(g)(1)(A) of the Code, or (iii) subject to a disqualified leaseback or long-term agreement as defined in Section 467 of the Code. (j) None of the Purchased Assets is tax-exempt use property within the meaning of Section 168(h) of the Code.
20Taxes. All Tax Returns connected with the Purchased Assets for all taxable years or periods that end on or before the Effective Date, and with respect to any taxable year or period beginning before and ending after the Effective Date the portion of such taxable year or period ending on and including the Effective Date, which are required to be filed by or with respect to Seller have been or will be filed when due in a timely fashion taking into consideration any ​ extension of time to file obtained by Seller and such Tax returns as filed are or will be accurate in all material respects. There are no agreements for the extension or waiver of the time for assessment of any Taxes relating to the Purchased Assets for any pre-Closing period and Seller has not been requested to enter into any such agreement or waiver. All Taxes relating to the Purchased Assets which Seller is required by law to withhold or collect have been duly withheld or collected, and have been timely paid over to the proper Governmental Authorities to the extent due and payable.
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20TaxesThe Financial Statements properly and accurately reflect all accruals for all taxes, assessments or charges of a governmental nature, whether state, federal, local or otherwise, and whether in the nature of income, payroll, sales, value-added, ad-valorem, property or otherwise ("Taxes"). Neither SBC nor Shareholder has any Tax deficiency or claim outstanding or assessed against it/him, or, to SBC's Knowledge, proposed against it, and there is no basis for any such deficiency or claim, which is reasonably likely to result in the imposition of any Lien, claim or encumbrance on the business assets or properties of SBC. All Tax and information returns and reports required to be filed by SBC have been duly and timely filed and all Taxes which were required to be paid have been paid. The SBC Disclosure Schedule constitutes a complete list of all real property and personal property tax bills of SBC for the current and prior property tax years, indicating whether or not SBC or Shareholder has Knowledge of any proposal by any such taxing authority to change the assessed values or assessment rate reflected in such bills.
20TaxesThe Borrower and each of its Restricted Subsidiaries has filed all tax returns and reports required by law to have been filed by it and has paid all taxes due and owing and has paid all taxes shown to be due on any assessment received to the extent that such taxes have become due and payable (except any such taxes that 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), except where the failure to file any such returns or reports or to pay any such taxes would not give rise to a Material Adverse Change.
20Taxes. (1) All returns, declarations, reports, information returns and statements, and other documents relating to Taxes (including amended returns and claims for refund) (collectively, “Tax Returns”) required to be filed by Seller and Foreland on or before the Closing Date have been timely filed. Such Tax Returns are true, correct, and complete in all material respects. All Taxes due and owing by Seller and Foreland (whether or not shown on any Tax Return) have been timely paid. No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of Seller or Foreland. Seller has delivered to Buyer copies of all Tax Returns and examination reports of Foreland and statements of deficiencies assessed against, or agreed to by, Foreland, for all Tax periods ending after December 31, 2014. The term “Taxes” means all federal, state, local, foreign, and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties, or other taxes, fees, assessments, or charges of any kind whatsoever, together with any interest, additions, or penalties with respect thereto. (2) Foreland has no Liability for Taxes of any Person (other than Foreland) under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local, or foreign Law), as transferee or successor, by contract, or otherwise. (3) There are no liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of Foreland. (4) Seller is not aforeign person” as that term is used in Treasury Regulations Section 1.1445-2. Foreland is not, nor has it been, a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(a) of the Code.
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