Payroll Taxes Employer shall have the right to deduct from the compensation and benefits due to Employee hereunder any and all sums required for social security and withholding taxes and for any other federal, state, or local tax or charge which may be in effect or hereafter enacted or required as a charge on the compensation or benefits of Employee.
Ad Valorem Taxes Prior to delinquency, Tenant shall pay all taxes and assessments levied upon trade fixtures, alterations, additions, improvements, inventories and personal property located and/or installed on or in the Premises by, or on behalf of, Tenant; and if requested by Landlord, Tenant shall promptly deliver to Landlord copies of receipts for payment of all such taxes and assessments. To the extent any such taxes are not separately assessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced by Landlord.
Taxes The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.
Tax Returns; Taxes Except as otherwise disclosed in Schedule 3.12: (a) all Tax Returns relating or with respect to the Member, the Companies, the Assets and the Business have been timely filed through the date hereof in accordance with any applicable law and are true, correct and complete in all respects; (b) all Taxes relating or with respect to the Member, the Companies, the Assets and the Business that were due and payable through the date hereof (whether or not shown on any Tax Return) have been timely paid in full; (c) no claims have been asserted and no proposals or deficiencies for any Taxes relating or with respect to the Companies, the Assets and the Business are being asserted, proposed or threatened, and no audit or investigation of any Tax Return relating or with respect to the Companies, the Assets and the Business is currently underway, pending or, to the Knowledge of the Companies, threatened; (d) no claim has ever been made by any Governmental Entity in a jurisdiction where the Companies do not file Tax Returns that either of the Companies is or may be subject to taxation in that jurisdiction; (e) each Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, equity holder or other third party and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed; (f) there are no outstanding waivers or agreements by the Companies or the Member for the extension of time for the assessment of any Taxes, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by either of the Companies or any other matter pending between the Member or the Companies and any taxing authority; (g) there are no Liens for Taxes upon any of the Assets or the Business other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or to the Knowledge of the Companies, threatened; (h) neither Company is a party to any Tax allocation or sharing agreement; (i) neither Company has been a member of an affiliated group filing a consolidated federal income tax return; and (j) neither Company has any liability for the Taxes of any Person (other than for itself) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise.
Expenses; Taxes Except as otherwise provided in this Agreement, the parties shall pay their own fees and expenses, including their own counsel fees, incurred in connection with this Agreement or any transaction contemplated hereby. Any sales tax, stamp duty, deed transfer or other tax (except taxes based on the income of the Investor) arising out of the issuance of the Shares by the Issuer to the Investor and consummation of the transactions contemplated by this Agreement shall be paid by the Issuer.
Sales and Use Taxes Professional Business Manager and the Practice acknowledge and agree that to the extent that any of the services to be provided by Professional Business Manager hereunder may be subject to any state sales and use taxes, Professional Business Manager may have a legal obligation to collect such taxes from the Practice and to remit the same to the appropriate tax collection authorities. The Practice agrees to have applicable state sales and use taxes attributable to the services to be provided by Professional Business Manager hereunder treated as an Office Expense.