4Taxes Sample Clauses

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. 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) 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. The Energy Price set forth in Article 2 includes full reimbursement to EPMI for all Taxes applicable to Power supplied by EPMI prior to the Delivery Point(s). To the extent such Taxes are assessed against or paid by XXXx, EPMI shall reimburse BECo within five (5) Business Days of receipt by EPMI of written evidence of payment by XXXx and a reconciliation of the amount of any such Taxes. The Energy Price does not include reimbursement for Taxes applicable to Power supplied by EPMI at and after the Delivery Point(s). To the extent such Taxes are assessed against or paid by EPMI, XXXx shall reimburse EPMI within (5) Business Days of receipt by XXXx of written evidence of payment by EPMI and a reconciliation of the amount of any such Taxes. If available, each Party shall provide the other Party upon written request with a certificate of exemption or other reasonably satisfactory evidence of exemption if such Party is exempt from any Taxes, and shall use reasonable efforts to obtain and cooperate with obtaining any exemption from or reduction of any Tax. Each Party shall use reasonable efforts to administer this Agreement and implement its provisions in accordance with the intent to minimize the imposition of Taxes. Notwithstanding any provision herein to the contrary, BECo shall be responsible for, and shall pay or reimburse EPMI if EPMI shall have paid, any Taxes that are enacted or become effective after the date hereof and which are assessed with respect to Power provided by EPMI under this Agreement, regardless of where or how assessed.

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. The Subscriber agrees to pay new or increased assessments, taxes, fees, fines, or other charges imposed in respect of the system by any municipality, government, police department, government agency or public utility.

4Taxes. All payments made by Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or subsequently imposed by any jurisdiction or by any political subdivision or taxing authority and all related interest, penalties or similar liabilities (collectively, “Taxes”), provided that Bank shall have provided Borrower with an executed IRS Form W-9 (or other applicable tax form reasonably requested by Borrower) that indicates that Bank is exempt from U.S. federal backup withholding tax; provided, further, that, in the event any deduction or withholding of such Taxes is required, then, (i) unless such taxes are those described in clauses (b) through (d) of the definition of Excluded Taxes, the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions and (iii) Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law.

4Taxes. All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and Alimera shall be responsible for all such tax items. This subsection 4.4 does not apply to taxes on Cadence's net income. 

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.