CPI Taxes Sample Clauses

CPI Taxes. (a) Sellers shall prepare, or cause to be prepared, at Sellers’ cost and expense, all Pre-Closing Period Tax Returns required to be filed by or on behalf of CPI that are not filed by the Closing Date. All such Pre-Closing Period Tax Returns shall be prepared and filed in a manner that is consistent with the prior practice of CPI, except as otherwise required by applicable law. The Sellers shall provide each such Pre-Closing Period Tax Return (or in the case of a consolidated Tax Return, the portion of any such consolidated Tax Return that relates to CPI) to the Purchaser for its review at least thirty (30) days prior to the due date (including extensions) of any such Pre-Closing Period Tax Return; provided, however, that such drafts of any Pre-Closing Period Tax Return shall be subject to the Purchaser’s review and approval, which approval shall not be unreasonably withheld or delayed. If the Purchaser disputes any item on such Pre-Closing Period Tax Return, it shall notify the Sellers (by written notice within ten (10) days of receipt of such Pre-Closing Period Tax Return) of such disputed item (or items) and the basis for its objection. If the Purchaser does not object by written notice within such period, such draft of such Pre-Closing Period Tax Return shall be deemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Section 9.7(a). The Sellers and the Purchaser shall act in good faith to resolve any such dispute prior to the due date (including extensions) of such Pre-Closing Period Tax Return. If the Sellers and the Purchaser cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor as promptly as practicable, whose determination shall be final and conclusive for purposes of this Section 9.7(a). The fees and expenses of the Independent Auditor shall be paid 50% by the Purchaser and 50% by the Sellers.
Sample 1
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CPI Taxes. The Company has not yet filed its tax returns for fiscal 2001. The company is delinquent in filing its Annual Report with the State of Delaware and has not paid the franchise taxes as per such report. Schedule 5.19 CPI Contracts Caring Products International, Inc. ("CPI") is a party to the following contracts and agreements:
Sample 1

Related to CPI Taxes

  • 01 Taxes 46 3.02 Illegality.........................................................47 3.03

  • 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.

  • Current Taxes Adequate provisions have been made for taxes payable for the current period for which tax returns are not yet required to be filed and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return by, or payment of, any tax, governmental charge or deficiency by the Company. The Vendors are not aware of any contingent tax liabilities or any grounds which would prompt a reassessment including aggressive treatment of income and expenses in filing earlier tax returns; The Company- Applicable Laws and Legal Matters

  • Income Taxes Paragraph 1. The authority citation for part 1 continues to read in part as follows: Authority: 26 U.S.C. 7805 * * * EXHIBIT G-2 FORM OF TRANSFEROR CERTIFICATE __________ , 20__ Residential Funding Mortgage Securities I, Inc. 8400 Normandale Xxxx Xxxxxxxxx Xxxxx 000 Xxxxxxxxxxx, Xxxxxxxxx 00000 [Trustee] Attention: Residential Funding Corporation Series _______ Re: Mortgage Pass-Through Certificates, Series ________, Class R[-__] Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _____________________ (the "Seller") to _____________________(the "Purchaser") of $______________ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series ________, Class R[-__] (the "Certificates"), pursuant to Section 5.02 of the Series Supplement, dated as of ________________, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement") among Residential Funding Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and __________, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that:

  • Tax or Taxes Section 2.13(a)(i).......16

  • Sales Taxes The Seller shall bear and pay, and shall reimburse the Purchaser and the Purchaser’s affiliates for, any sales taxes, use taxes, transfer taxes, documentary charges, recording fees or similar taxes, charges, fees or expenses that may become payable in connection with the sale of the Assets to the Purchaser or in connection with any of the other Transactions.

  • 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 (but not with respect to subsequent transfers) by the Issuer to the Investor and consummation of the transactions contemplated by this Agreement shall be paid by the Issuer.

  • 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.

  • U.S. Taxes (a) The Company agrees to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply:

  • Issue Taxes The Maker shall pay any and all issue and other taxes, excluding federal, state or local income taxes, that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of this Note pursuant thereto; provided, however, that the Maker shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holder in connection with any such conversion.

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