7Taxes. To Seller’s best knowledge, BPC has (i) duly filed or caused to be filed all federal, state, local and foreign tax returns (including, without limitation, consolidated and/or combined tax returns) that it knows are required to be filed by it prior to the date of this Agreement which relate to BPC, or with respect to which BPC, or the assets or properties of BPC, are liable or otherwise in any way subject, (ii) paid or fully accrued for all taxes shown to be due and payable on such returns (which taxes are all the taxes due and payable under the laws and regulations pursuant to which such returns were filed), and (iii) properly accounted for all such taxes accrued with respect to BPC, or the assets and properties of BPC for periods subsequent to the periods covered by such returns. To Seller’s best knowledge, no deficiency in payment of taxes for any period has been asserted by any taxing body which remains unsettled or in question at the date of this Agreement. Copies of all federal, state, local and foreign tax returns of BPC have been made available for inspection by Buyer. To Seller’s best knowledge, BPC has paid the Maintenance Fees due Bureau of Land Management on the Property due by August 31, 2017 for time period of September 1, 2017 to August 31, 2018.
7Taxes. Seller and the Company file separate Tax Returns, but do report their Financial Statements on a consolidated bases with the Securities and Exchange Commission (“SEC”) in Seller’s reports filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (such reports, the “SEC Filings”).
(a) To Seller’s Knowledge, the Company has properly completed and timely filed with the appropriate Tax Authorities all Tax Returns required to be filed by it prior to the Closing, has timely paid all Taxes required to be paid by it (whether or not shown on any Tax Return), and the Company does not have any Liability for Taxes in excess of the amounts so paid. All such Tax Returns were complete and accurate and have been prepared in compliance with Applicable Law. There is no claim for Taxes that has resulted in an Encumbrance against any of the assets of the Company.
(b) The Company has delivered to Acquiror true, correct and complete copies of all Tax Returns, examination reports and statements of deficiencies, adjustments and proposed deficiencies and adjustments in respect of the Company.
(c) The Consolidated Balance Sheet reflects all Liabilities for unpaid Taxes of the Company for periods (or portions of periods) through the Consolidated Balance Sheet Date. The Company has no Liability for unpaid Taxes accruing after the Consolidated Balance Sheet Date except for Taxes arising in the ordinary course of business consistent with past practice following the Consolidated Balance Sheet Date. There is (i) no past or pending audit of, or Tax controversy associated with, any Tax Return of the Company or Seller that has been or is being conducted by a Tax Authority, (ii) no other procedure, proceeding or contest of any refund or deficiency in respect of Taxes pending or on appeal with any Governmental Authority, (iii) no extension of any statute of limitations on the assessment of any Taxes granted by the Company currently in effect, and (iv) except as set forth on Schedule 3.7(c) of the Company Disclosure Schedules, no agreement to any extension of time for filing any Tax Return that has not been filed. No claim has ever been made by any Governmental Authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction.
(d) The Company has complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes from payments made or deemed made to any Perso...
7Taxes. The City shall pay sales and use taxes imposed on the City’s acquisition at the Purchaser’s local rate. The vendor shall pay all other applicable state, local or federal taxes including, but not limited to, state and local business and occupational tax, taxes on the vendor’s gross or net income, and personal property taxes levied or assessed on personal property to which the City does not hold title.
1. 8Contract Bond For each project the City declares to be Public Works, the Vendor shall furnish a Contract (payment and performance) bond in an amount equal to the individual Work Order aggregate Contract price plus estimated retail sales and use taxes. The Contract Bond requirement will be specified in the Quotation Request. When the bond is required, the vendor shall be named as Principal and the City shall be named as Obligee in such bond. The bond shall be conditioned upon full performance of all obligations imposed upon the vendor in this Agreement, including, without limitation, delivery and installation of necessary equipment, warranty service and extended service for the required Agreement term. The bond shall be subject to approval by the City Attorney as to company, form and sufficiency of surety.
7Taxes. Customer is responsible for any sales, duty or other governmental taxes or fees due with respect to Customer’s purchase of a NuraNow Subscription or other Accessories. Nura will collect applicable sales tax if it determines that Nura has a duty to collect sales tax. Nura will present any taxes that it is required to collect at checkout, but note that actual taxes charged may be adjusted from the amount shown at checkout. Several factors may cause this, such as variances between processor programs and changes in tax rates.
7Taxes. (a) All payments made hereunder are exclusive of any applicable sales, use, transaction privilege and similar taxes (“Sales Taxes”). The party liable to make a payment under this Agreement shall be liable for and shall pay all applicable Sales Taxes. If the party receiving payment is obligated to collect and remit any Sales Taxes it shall add the appropriate amount of Sales Taxes to the invoice, or its equivalent, sent to the party making payment, disclosing the amount of all applicable Sales Taxes. The party making payment is responsible for providing evidence of any Sales Tax exemption. The party making payment shall reimburse the other party for Sales Taxes and any fee, penalty or interest that may be assessed against the other party for Sales Taxes and any fee, penalty or interest that may be assessed against the other party as a result of such initial party’s failure to pay Sales Taxes in accordance with this Section 5.7(a). The party receiving payment shall reimburse the other party for Sales Taxes and any fee, penalty or interest that may be assessed against the other party as a result of such initial party’s failure to remit collected Sales Taxes to the appropriate jurisdictions. Furthermore, the party receiving payment shall be responsible for any interest, penalty or other charges assessed to the party making payment due to the first party's failure to invoice and remit Sales Taxes. The parties agree to cooperate with each other to minimize any applicable Sales Taxes and, in connection therewith, the parties shall provide each other with any relevant tax information as reasonably requested (including without limitation, resale or exemption certificates, multi-state exemption certificates, and notices of assessments).
(b) Company agrees that, unless otherwise provided in this section, Bank will be [***] (“Sales Tax Recoveries”). If Bank elects to file lender claims, at its expense, where available (“Bank Sales Tax Claims”), Company will, at Bank’s expense, reasonably cooperate with Bank to recover such taxes in connection with charge offs, including executing all forms or other documentation necessary or required by any taxing authority in connection with recovering such taxes, and using commercially reasonably efforts to timely produce all supporting documentation and data relative to such Accounts then in Company’s possession and obtain all necessary supporting documents. Company shall use commercially reasonable efforts to maintain retail purch...
7Taxes. Each of the Borrower and each of its Significant Subsidiaries has filed or caused to be filed all tax returns which to the knowledge of the Borrower are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than those the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or the applicable Subsidiary, as the case may be); and no material tax liens have been filed and, to the knowledge of the Borrower, no material claims are being asserted with respect to any such taxes, fees or other charges.
7Taxes. Pay, and cause each Subsidiary thereof to pay, when due, all income taxes, assessments and other Charges. If any tax, assessment or other Charge by any Governmental Body creates a Lien on the Collateral which the Agent, in the exercise of its sole judgment, determines is currently enforceable and neither inchoate nor stayed, the Agent may without notice to the Loan Parties pay the taxes, assessments or other Charges. Any such payments shall be charged to the Loan Account as a Revolving Loan that is a Base Rate Loan and added to the Obligations, or, at the Agent’s option, shall be paid to the Agent immediately upon demand.
7Taxes. The City shall pay sales and use taxes imposed on the City’s acquisition of Software licensed hereunder. The vendor shall pay all other applicable state, local or federal taxes including, but not limited to, state and local business and occupational tax, taxes on the vendor’s gross or net income, and personal property taxes levied or assessed on personal property to which the City does not hold title.
7Taxes. Each Loan Party has paid or caused to be paid all federal, state and material local income taxes to the extent that such taxes have become due and owing, unless (i) such Loan Party is contesting in good faith any such tax by appropriate proceedings diligently pursued and for which adequate reserves have been set aside in accordance with GAAP or (ii) the failure to pay any such taxes would not reasonably be expected to have a Material Adverse Effect. Each Loan Party has filed or caused to be filed all federal, state and material local income tax returns which are required by applicable law to be filed by such Loan Party.
7Taxes. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, each Company has duly filed all tax reports and returns required to be filed by it and has duly paid all taxes and other charges due or claimed to be due from it by federal, state, local or foreign taxing authorities (including, without limitation, those due in respect of the properties, income, franchises, licenses, sales or payrolls of such Company) (“Taxes”), or if not, the reserves, if any, for Taxes reflected in the Closing Date Balance Sheet are adequate to cover such unpaid Taxes. All tax returns filed by each Company are true, correct and complete in all material respects. All taxes that each Company is or was required by law to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper governmental body or other person. There is no claim, audit, action, suit, proceeding or investigation with respect to taxes in any material amount due or claimed to be due from each Company or any tax return filed or required to be filed by either Company pending or threatened against or with respect to such Company.
