Allocation and Payment of Taxes Sample Clauses

Allocation and Payment of Taxes. All property and ad valorem taxes and charges imposed on any of the Assets for a taxable period that includes the Effective Date shall be prorated among Buyer and Seller based on the number of days that each party owns such Assets during such taxable period; and each party shall be responsible for its prorated share of such taxes. Seller shall be responsible for all oil and gas production taxes, severance taxes, windfall profits taxes, and any other similar taxes applicable to Hydrocarbons produced or drained from or attributable to the Leases or the Units prior to the Effective Date, and Buyer shall be responsible for all such taxes applicable to Hydrocarbons produced or drained from or attributable to the Leases or the Units on and after the Effective Date. Both of the parties believe that the sale of the Assets is one occasional sale exempt from sales or use taxes. In the event that any such taxes would be assessed against the transaction, both parties will cooperate in an attempt to eliminate or reduce such taxes.
Sample 1
AutoNDA by SimpleDocs
Allocation and Payment of Taxes. All property and ad valorem Taxes and charges imposed on any of the Assets for a taxable period that includes the Effective Date shall be prorated among Buyer and Seller based on the number of days that each Party owns such Assets during such taxable period; and each Party shall be responsible for its prorated share of such Taxes. Seller shall be responsible for all oil and gas production, severance, windfall profits, and any other similar Taxes applicable to Hydrocarbons produced or drained from or attributable to the Leases or the Units prior to the Effective Date, and Buyer shall be responsible for all such Taxes applicable to Hydrocarbons produced or drained from or attributable to the Leases or the Units on and after the Effective Date. Both of the Parties believe that the sale of the Assets is one occasional sale exempt from sales or use Taxes; however, in the event that any such Taxes are assessed against the transaction, Buyer shall be responsible for the payment of such Taxes.
Sample 1
Allocation and Payment of Taxes. (a) Remainco Consolidated Returns and Remainco-New News Corporation Combined Returns. With respect to any Taxes due with respect to or required to be reported on any Remainco Consolidated Returns and Remainco-New News Corporation Combined Returns: (i) Pre-Distribution Period. Remainco shall be liable for and shall pay (or cause to be paid) to the relevant Taxing Authority any Taxes of or relating to any member of the Remainco Existing Group for any Pre-Distribution Period (including any portion of a Straddle Period that is treated as a Pre-Distribution Period under Section 2.02(a)(iii)).
Sample 1
Allocation and Payment of Taxes. (a) For purposes of this -------------------------------- Agreement, periodic Taxes that are not based on income or receipts (e.g., property taxes) shall be allocated between a Pre-Distribution Period and a Post- Distribution Period based upon the ratio of (x) the number of days in the taxable period (i) before and including the Distribution Date (with respect to the Pre-Distribution Period) or (ii) following the Distribution Date (with respect to the Post-Distribution Period) and (y) the number of days in the entire taxable period. With respect to Taxes that are allocated to a Post- Distribution Period in accordance with this Section 3.03(a), (i) LifePoint shall pay or cause to be paid (to Columbia/HCA, with respect to any Columbia/HCA Returns, and to the relevant Taxing Authority, with respect to any LifePoint Returns for Straddle Periods), and shall indemnify and hold the Columbia/HCA Group and the Triad Group harmless against, the amount of Taxes that is attributable to the LifePoint Group and (ii) Triad shall pay or cause to be paid (to Columbia/HCA, with respect to any Columbia/HCA Returns, and to the relevant Taxing Authority, with respect to any Triad Returns for Straddle Periods), and shall indemnify and hold the Columbia/HCA Group and the LifePoint Group harmless against, the amount of Taxes that is attributable to the Triad Group. (b) For purposes of this Agreement, Taxes that are not described in Section 3.03(a), above, shall be allocated between a Pre-Distribution Period and a Post- Distribution Period by allocating Tax Items between the relevant Pre- Distribution Period and Post-Distribution Period based upon (i) an actual closing of the books as of the close of business on April 30, 1999 and (ii) a ratable allocation election as described in Treasury Regulation section 1.1502- 76(b)(2)(iii) with respect to the month of May 1999; provided, however, that any Tax Items attributable to transactions or events not in the ordinary course of business occurring on the Distribution Date prior to or at the time of the Public Distribution will be allocated to the Pre-Distribution Period, and any Tax Items attributable to transactions or events not in the ordinary course of business occurring on the Distribution Date after the Public Distribution shall be allocated to the Post-Distribution Period, in each case in accordance with the principles of Treasury Regulation section 1.1502-76(b)(1). With respect to Tax Items that are allocated to a Pre-Distributi...
Sample 1
Allocation and Payment of Taxes 
Sample 1Sample 2Sample 3See All (18)

Related to Allocation and Payment of Taxes

  • Payment of Taxes The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.

  • Allocation of Taxes For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.

  • Tax Returns and Payment of Taxes (A) All tax returns required to be filed by Ventas and each Subsidiary have been timely filed in all jurisdictions where such returns are required to be filed; (B) Ventas and each Subsidiary have paid all taxes, including, but not limited to, income, value added, property and franchise taxes, penalties and interest, assessments, fees and other charges due or claimed to be due from such entities or that are due and payable, other than those being contested in good faith and for which reserves have been provided in accordance with generally accepted accounting principles (“GAAP”) or those currently payable without penalty or interest; and (C) Ventas and each Subsidiary have complied with all withholding tax obligations; except in the case of any of clause (A), (B) or (C), where the failure to make such required filings, payments or withholdings is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

  • Payment of Taxes, Etc Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.

  • Collection and Payment The Trustees shall have power to collect all property due to the Trust; to pay all claims, including taxes, against the Trust Property or the Trust, the Trustees or any officer, employee or agent of the Trust; to prosecute, defend, compromise or abandon any claims relating to the Trust Property or the Trust, or the Trustees or any officer, employee or agent of the Trust; to foreclose any security interest securing any obligations, by virtue of which any property is owed to the Trust; and to enter into releases, agreements and other instruments. Except to the extent required for a corporation formed under the Delaware General Corporation Law, the Shareholders shall have no power to vote as to whether or not a court action, legal proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders.

  • Computation and Payment of Fee The advisory fee shall accrue on each calendar day, and shall be payable monthly on the first business day of the next succeeding calendar month. The daily fee accruals shall be computed by multiplying the fraction of one divided by the number of days in the calendar year by the annual advisory fee rate, and multiplying this product by the Managed Assets of the Fund, determined in the manner established by the Directors, as of the close of business on the last preceding business day on which the Fund's net asset value was determined.

  • Termination and Payment Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement.

  • Calculation and Payment Interest on LIBOR Loans and all other Obligations and the amount of any fees set forth in Subsection 1.4 shall be calculated on the basis of a three hundred sixty (360) day year for the actual number of days elapsed. Interest on the Base Rate Loans shall be calculated on the basis of a three hundred sixty-five or -six (365-6) day year for the actual number of days elapsed. The date of funding or conversion to a Base Rate Loan and the first day of an Interest Period with respect to a LIBOR Loan shall be included in the calculation of interest. The date of payment of any Loan and the last day of an Interest Period with respect to a LIBOR Loan shall be excluded from the calculation of interest; provided, if a Loan is repaid on the same day that it is made, one (1) day’s interest shall be charged. Interest accruing on the Base Rate Loan is payable in arrears on each of the following dates or events: (i) the last day of each calendar quarter; (ii) the prepayment of such Loan (or portion thereof); and (iii) the applicable Maturity Date or the Revolving Loan Expiration Date, as the case may be, whether by acceleration or otherwise. Interest accruing on each LIBOR Loan is payable in arrears on each of the following dates or events: (i) the last day of each applicable Interest Period; (ii) if the Interest Period is longer than three (3) months, on each three-month anniversary of the commencement date of such Interest Period; (iii) the prepayment of such Loan (or portion thereof); and (iv) the applicable Maturity Date or the Revolving Loan Expiration Date, as the case may be, whether by acceleration or otherwise.

  • Payment of Tax A Party receiving a payment pursuant to this Article 8 shall pay any and all taxes levied on such payment. If applicable Law requires that taxes be deducted and withheld from a payment made pursuant to this Article 8, the remitting Party shall promptly notify the other Party and provide all relevant information available to it and (i) deduct those taxes from the payment; (ii) pay the taxes to the proper taxing authority; and (iii) send evidence of the obligation together with proof of payment to the other Party within sixty (60) days following that payment.

  • Payment of Taxes and Expenses The Company shall pay any recording, filing, stamp or similar tax which may be payable in respect of any transfer involved in the issuance of, and the preparation and delivery of certificates (if applicable) representing, (i) any Exercise Shares purchased upon exercise of this Warrant and/or (ii) new or replacement warrants in the Holder’s name or the name of any transferee of all or any portion of this Warrant.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!