Covenant to pay Tax Liabilities Sample Clauses

Covenant to pay Tax Liabilities. Subject to the provisions of paragraph 3 of this Schedule, [**] covenant to the Buyer to pay to the Buyer on the due date in the Due Proportions (for the avoidance of doubt, so far as possible by way of adjustment to the consideration for the sale of the Shares) an amount equal to any of the following: 2.1.1 any liability of any Group Company for Tax arising as a consequence of or by reference to any Event occurring on or before the Completion Date; 2.1.2 any liability of any Group Company for Tax which would not have arisen but for the loss, reduction, modification or disallowance of an Accounts Relief as a consequence of or by reference to any Event occurring on or before the Completion Date; 2.1.3 any liability of any Group Company for Tax in respect of which the Sellers would have been liable under paragraph 2.1.1 but which is not payable as a consequence of or by reference to the use or set-off of a Buyer Relief; 2.1.4 the amount which would have been obtained but for the loss, disallowance or reduction of any right to repayment of Tax (including any repayment supplement or interest) or non-receipt of payment or other consideration for the surrender of group relief which has been treated as an asset in the Accounts or has been taken into account in computing (and so reducing or eliminating) any provision for deferred Tax appearing or which would have appeared in the Accounts; 2.1.5 any liability of the Buyer or any Group Company for reasonable costs or expenses reasonably and properly incurred by the Buyer or the relevant Group Company in connection with any successful claim under this Schedule, or successfully taking or defending any action under this Schedule; 2.1.6 any liability of any Group Company for Tax which the relevant Group Company is or became liable to discharge by virtue of its relationship with any person (other than another Group Company or any member of the Buyer's Group) at any time before Completion; 2.1.7 any liability of any Group Company for Tax arising as a consequence of the payment of the Deferred Consideration; 2.1.8 any liability to repay to any person other than a Group Company the whole or part of any payment received for group relief, or make a payment for group relief, in each case pursuant to any agreement or arrangement entered into on or before Completion; 2.1.9 any liability of any Group Company for Tax arising as a consequence of or in connection with any loan, advance or dividend paid by any Group Company.
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Related to Covenant to pay Tax Liabilities

  • Tax Liabilities The Investor understands that it is liable for its own tax liabilities.

  • Covenant to Pay The Chargor must pay or discharge the Secured Liabilities in the manner provided for in the Finance Documents.

  • Income Tax Liability Within ten (10) Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of, or assess or propose the collection of Taxes required to have been withheld by, the Borrower which equal or exceed $100,000 in the aggregate, telephonic or facsimile notice (confirmed in writing within five (5) Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof;

  • Allocation of Tax Liabilities The provisions of this Section 2 are intended to determine each Company's liability for Taxes with respect to Pre-Distribution Periods. Once the liability has been determined under this Section 2, Section 5 determines the time when payment of the liability is to be made, and whether the payment is to be made to the Tax Authority directly or to another Company.

  • Tax Liability The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the creation or redemption of any Basket made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Trustee, the Sponsor or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon.

  • Agreement To Pay; Subrogation In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Guarantor to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Guaranteed Obligation. Upon payment by any Guarantor of any sums to the Administrative Agent as provided above, all rights of such Guarantor against the Borrower or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article III.

  • Increased Costs Break Funding Payments Taxes Illegality Section 5.01 Increased Costs 39 Section 5.02 Break Funding Payments 40 Section 5.03 Taxes 40 Section 5.04 Mitigation Obligations; Replacement of Lenders 43 Section 5.05 Illegality 44

  • Taxes and Assessments; Tax Indemnity The Company shall (a) file all tax returns and appropriate schedules thereto that are required to be filed under applicable law, prior to the date of delinquency, (b) pay and discharge all taxes, assessments and governmental charges or levies imposed upon the Company, upon its income and profits or upon any properties belonging to it, prior to the date on which penalties attach thereto, and (c) pay all taxes, assessments and governmental charges or levies that, if unpaid, might become a lien or charge upon any of its properties; provided, however, that the Company in good faith may contest any such tax, assessment, governmental charge or levy described in the foregoing clauses (b) and (c) so long as appropriate reserves are maintained with respect thereto.

  • Payment of Debts, Taxes, Etc The Company shall pay, or cause to be paid, all of its indebtedness and other liabilities and perform, or cause to be performed, all of its obligations in accordance with the respective terms thereof, and pay and discharge, or cause to be paid or discharged, all taxes, assessments and other governmental charges and levies imposed upon it, upon any of its assets and properties on or before the last day on which the same may be paid without penalty, as well as pay all other lawful claims (whether for services, labor, materials, supplies or otherwise) as and when due

  • Failure to Pay Insurance If any Borrower fails to obtain insurance as hereinabove provided, or to keep the same in force, Agent, if Agent so elects, may obtain such insurance and pay the premium therefor on behalf of such Borrower, and charge Borrowers’ Account therefor as a Revolving Advance of a Domestic Rate Loan and such expenses so paid shall be part of the Obligations.

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