4Taxes. The discussion of the federal income tax considerations arising from investment in the Company, as set forth in the Offering Circular, is general in nature and the federal income tax considerations to the Subscriber of investment in the Class A Units will depend on individual circumstances. The Offering Circular does not discuss state income tax considerations, which may apply to all or substantially all Subscribers. There can be no assurance that the Internal Revenue Code or the Regulations under the Code will not be amended in a manner adverse to the interests of the Subscriber or the Company.
4Taxes. (a) All transfer, documentary, sales, use, stamp, registration and other such Taxes and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement shall be paid by Buyer when due, and Buyer will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and if required by applicable Law, Seller will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation; provided, that in the event there is a transfer, documentary, sales, use, stamp, registration or other such Tax or conveyance fee, recording charge or other fee or charge incurred in connection with the transfer of the Shares of LMUK from Xxxx Xxxxx to Seller pursuant to the Transaction Agreement, such Tax shall be paid by Seller when due.
(b) To the extent any taxable year of the Transferred Subsidiaries is terminated on the Closing Date, Buyer agrees to cause the Transferred Subsidiaries to file all Tax Returns for the period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant Governmental Authority will not accept a Tax Return filed on that basis.
(c) Buyer acknowledges and agrees that, pursuant to the Transaction Agreement, Xxxx Xxxxx has undertaken to and will prepare or cause to be prepared and timely file or cause to be filed all required Tax Returns (and, subject to the right to seek indemnification from Seller as provided therein, pay any Taxes required to be due thereon) relating to the Transferred Subsidiaries for any taxable period which ends on or before the Closing Date. Buyer shall prepare or cause to be prepared and timely file or cause to be filed all required Tax Returns (and, subject to the right to seek indemnification from Seller as provided herein, pay any Taxes required to be due thereon) relating to the Transferred Subsidiaries for taxable periods ending after the Closing Date and all required Tax Returns for subsequent taxable periods.
(d) All Tax Returns of the Transferred Subsidiaries that relate to a taxable period commencing prior to the Closing Date and ending after the Closing Date (a "Straddle Period") shall be prepared and all elections with respect to such Tax Returns that relate to Straddle Periods shall be made in a manner con...
4Taxes. Any taxes (excluding income taxes) payable or ruled payable by any Federal or State authority in respect of the execution of the Credit Documents shall be paid by the Company, together with interest and penalties, if any.
4Taxes. Borrower shall make, and cause each Subsidiary to make, due and timely payment or deposit of all material federal, state, and local taxes, assessments, or contributions required of it by law, including, but not limited to, those laws concerning income taxes, F.I.C.A., F.U.T.A. and state disability, and will execute and deliver to Bank, on demand, proof reasonably satisfactory to Bank indicating that Borrower or a Subsidiary has made such payments or deposits and any appropriate certificates attesting to the payment or deposit thereof; provided that Borrower or a Subsidiary need not make any payment if the amount or validity of such payment is contested in good faith by appropriate proceedings and is reserved against (to the extent required by GAAP) by Borrower or such Subsidiary.
4Taxes. (a) Tax Returns and Payment of Taxes. The Company has duly and timely filed or caused to be filed (taking into account any valid extensions) all Tax Returns required to be filed by it. Such Tax Returns are true, complete, and correct in all material respects. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All Taxes due and owing by the Company (whether or not shown on any Tax Return) have been timely paid.
4Taxes. (a) The Service Fees shall be inclusive of any and all sales, use, value added, goods and services or similar taxes (collectively, and together with any interest, penalties or additions to tax imposed with respect thereto, “Sales Taxes”). Xxxxxxxx shall pay and be responsible for any Sales Taxes imposed with respect to or in connection with the provision of the Services.
(b) The Parties acknowledge that Capstone and Reorganized PrivateCo shall each pay and be responsible for (a) any real or personal Taxes on property it owns or leases, (b) franchise, margin, privilege and similar Taxes on its business, (c) the employment Taxes of its employees and (d) Taxes based on net income.
(c) Payments for the Services or any other amounts payable under this Agreement must be made without any deduction or withholding in respect of taxes except to the extent such deduction or withholding is required under applicable Law. To the extent such deduction or withholding is so required with respect to the making of any payment hereunder, the Party making such payment shall deduct or withhold amounts so required to be deducted or withheld, and shall promptly remit any such deducted or withheld amounts to the appropriate taxing authority, and such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to or on behalf of the payee. Prior to making any deduction or withholding pursuant to the foregoing provisions of this Section 3.4(c) with respect to any payment to be made hereunder, the payor shall notify the payee of its intention to so deduct or withhold and provide the payee with reasonable opportunity to provide such forms, certificates, or other documentation as would permit such payment to be made without any such deduction or withholding or at a reduced rate of deduction or withholding.
4Taxes. 1All payments due and payable under this Agreement will be made without any deduction or withholding for or on account of any tax except to the extent otherwise required by applicable Laws. If Licensee is so required to withhold, Licensee will (a) promptly notify INFI of such requirement; (b) deduct from each payment to which such requirement relates and pay to the relevant Governmental Authority the full amount required to be withheld promptly upon the earlier of (i) determining that such withholding is required or (ii) receiving notice that such amount has been assessed against INFI or any Third Party Grantor; and (c) promptly forward to INFI an official receipt (or certified copy) or other documentation reasonably acceptable to INFI evidencing such payment to such authorities.
4Taxes. Administrative Loan Party shall give Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly but in any event within 10 days after any Responsible Officer of any Loan Party knows of it: (a) the creation, or filing with the IRS or any other Governmental Authority, of any Contractual Obligation or other document extending, or having the effect of extending, the period for assessment or collection of any Taxes with respect to any Tax Affiliate, and (b) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any request directed to any Tax Affiliate, to make any adjustment under Section 481(a) of the Code, by reason of a change in accounting method or otherwise, which would have a Material Adverse Effect.
4Taxes. All charges provided under this Agreement are exclusive of VAT and to the extent that VAT is chargeable then the CLIENT shall, against delivery of a valid VAT invoice, in addition to any amounts due to SILVERSANDS under this Agreement, pay to SILVERSANDS such VAT.
4Taxes. All charges provided under this Agreement are exclusive of VAT and to the extent that VAT is chargeable then the CLIENT shall, against delivery of a valid VAT invoice, in addition to any amounts due to SILVERSANDS under this Agreement, pay to SILVERSANDS such VAT. For overseas engagements, unless otherwise stated in a Silversands Proposal, Statement of Work or Quotation, the costs exclude any withholding or other local or national tax. If such tax is payable then such charges to the CLIENT will be in addition to the costs set out in the Proposal, Statement of Work or Quotation.
