Escrow for Taxes. If required by Landlord’s mortgagee at any time after a default by Tenant in the payment of base rental, taxes or any other monetary obligation under this Lease, Tenant thereafter shall pay all Taxes accruing during the term hereof to Landlord in monthly installments on or before the first day of each calendar month, in advance, in an amount estimated by Landlord’s mortgagee. Upon receipt of all statements for Taxes due for a calendar year, Landlord shall submit to Tenant a written statement of the actual amount of the Taxes for such year and the amount, if any, then paid by Tenant. If the total amount paid by Tenant under this Section 6.1 for any year shall be more or less than the actual amount due from Tenant for such year, as shown in such statement, either Tenant shall pay to Landlord the shortfall within ten days after receipt of the statement or such excess shall be credited against the next installment of Taxes due from Tenant to Landlord hereunder, as the case may be. All amounts due hereunder shall be payable to Landlord at the place where the rental is payable and shall be held in an interest bearing account for the benefit of Tenant with a financial institution designated by Landlord’s mortgagee. A copy of a Tax bxxx submitted by Landlord to Tenant shall at all times be sufficient evidence of the amount of Taxes levied, assessed or imposed against the Premises to which such bxxx relates. Landlord’s and Tenant’s obligations under this Section shall survive the expiration of the term of this Lease. In the event of any default by Tenant hereunder, any such deposits may be used by Landlord to cure the default, but Landlord shall be under no obligation to do so and Tenant shall have no authority to direct Landlord to apply such deposits against any obligation of Tenant hereunder.

Escrow for Taxes. In addition to the monthly payments of principal and interest, the Mortgagor will pay monthly to the Mortgagee on or before the first day of each and every calendar month, until the Note is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, liens and charges levied or to be levied against the Mortgaged Premises. The Mortgagee shall hold such payments in trust without obligation to pay interest thereon, except such interest as may be made mandatory by law or regulation, to pay such taxes, assessments, liens, charges and insurance premiums within a reasonable time after they become due. If the total of payments made by the Mortgagor for taxes, assessments, liens, charges and insurance premiums shall exceed the amount of payments actually made by the Mortgagee, such excess shall be credited by the Mortgagee on subsequent payments to be made by the Mortgagor. If the total of payments made by the Mortgagor for taxes, assessments, liens, charges and insurance premiums shall not be sufficient to pay therefor, then the Mortgagor shall pay to the Mortgagee any amount necessary to make up the deficiency on or before the date when such amounts shall be due.

Escrow for Taxes. To the extent that any liability relating to Taxes ---------------- for the tax years 1993, 1994, or 1995 is incurred by the Company, such liability shall promptly be paid by the Escrow Agent out of that portion of the Escrow Closing Payment made by Purchaser pursuant to Section 1.2.4, being $52,500.00 ("Escrow Tax Payment"). Any amount payable on account of Taxes which exceeds the Escrow Tax Payment shall be the sole responsibility of Sellers. If, at the end of three (3) years from the filing date of the Company's 1993 Federal Income Tax Return, no disbursement has been requested by Purchaser from the Escrow Tax Payment, the Escrow Agent shall release to Sellers $17,500.00 of the Escrow Tax Payment in accordance with instructions contained in the Escrow Agreement. If, at the end of three (3) years from the filing date of the Company's 1994 Federal Income Tax Return, no disbursement has been requested by Purchaser from the Escrow Tax Payment, the Escrow Agent shall release to Sellers $17,500.00 of the Escrow Tax Payment in accordance with instructions contained in the Escrow Agreement. If, at the end of three (3) years from the filing date of the Company's 1995 Federal Income Tax Return, no disbursement has been requested by Purchaser from the Escrow Tax Payment, any funds remaining in the Escrow Account which are attributable to the Escrow Tax Payment, together with any interest thereon, shall be delivered by the Escrow Agent to Sellers in accordance with instructions contained in the Escrow Agreement. If any disbursement is made or requested by Purchaser for all or a portion of the Escrow Tax Payment, the Escrow Agent shall not release any of the Escrow Tax Payment to Sellers until all disbursements requested by Purchaser have been made, any claim to such funds by the Purchaser has been resolved, or three (3) years from the filing date of the Company's 1995 Federal Income Tax Return has passed, whichever is later.

Escrow for Taxes. Notwithstanding the provisions of any other section of this Lease to the contrary, (i) if required by the holder of any first mortgage covering the Leased Premises or (ii) if an Event of Default occurs, then upon receipt of written notice from Landlord

Escrow for Taxes. Under C.R.S. (S) 39-1-119, any mortgagee holding property tax escrow funds on May 20 of any year in excess of 25% of the total taxes paid in that year (for the prior year) must refund the excess to the property owner on or before May 30 of that same year. To the extent the provisions of the Deed of Trust permit the Collateral Agent or Lenders to retain property tax payments in excess of the amount permitted by the statute, such provisions are unenforceable, and any attempt to enforce or exercise such provisions would subject the Collateral Agent or Lenders to liability for the statutory penalty.

Related to Escrow for Taxes

Indemnity for Taxes The Borrowers hereby indemnify and agree to hold each Creditor Party harmless from and against all taxes other than Non-indemnified Taxes levied on such Creditor Party (including, without limitation, taxes imposed on any amounts payable under this Clause 23.5) paid or payable by such person, whether or not such taxes or other taxes were correctly or legally asserted. Such indemnification shall be paid within 10 days from the date on which such Creditor Party makes written demand therefore specifying in reasonable detail the nature and amount of such taxes or other taxes.
Grossing-up for taxes If the Borrower is required by law to make a tax deduction from any payment:
Gross Up for Taxes If any Borrower shall be required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (a) the sum payable to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions, the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made (the “Gross-Up Payment”), (b) such Borrower shall make such withholding or deductions, and (c) such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to any withholding or deductions that would not have been paid or claimed had the applicable Payee or Payees properly claimed a complete exemption with respect thereto pursuant to Section 3.11 hereof.
Tax or Taxes Section 2.13(a)(i).......16
Indemnification for Taxes (a) Seller shall indemnify and hold harmless Purchaser from and against all Taxes imposed on the Company: (i) for any Pre-Closing Period; (ii) pursuant to U.S. Treasury Regulations Section 1.1502-6 (or a comparable provision of state, local or foreign Law) solely by virtue of the Company’s being or having been a member of a consolidated, combined, or unitary Tax group on or prior to the Closing Date, (iii) with respect to Taxes that arise in and are attributable to a Pre-Closing Period, as a transferee or successor, by contract or otherwise, (iv) with respect to Taxes that arise in and are attributable to a Post-Closing Period, as a transferee or successor, by contract or otherwise, in each case, but only to the extent such Taxes imposed on the Company as a transferee, successor, by contract or otherwise relate to transactions entered into by the Company on or prior to the Closing Date outside the ordinary course of business; and (v) for Transfer Taxes allocable to Seller pursuant to Section 6.7, and (vi) for any Post-Closing Period as a result of the change in accounting method made by Paribas North America, Inc. with respect to the timing of deductibility of bonus payments (as reflected as item 5 of Schedule 3.9 hereof), with the amount of such Taxes calculated for purposes of this clause (vi) determined (A) by treating the Company on a stand alone basis (and not as a member of a combined, consolidated or unitary group), and (B) without regard to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax of the Company with respect to such Tax for such year to the income resulting from such change in accounting method); provided, that Seller shall not be liable, and shall not indemnify Purchaser, for any liability for Taxes (w) incurred as a result of a deemed or actual election under Section 338 of the Code with respect to the purchase of the Company pursuant to this Agreement; (x) that was reflected as a liability reducing Closing Working Capital, with such Closing Working Capital amount reduced by any amounts paid to Seller pursuant to clause (iii) of the second sentence of Section 6.8 and the last sentence of Section 6.8; (y) that is commercially reasonable for the Company to recover from a Person other than Purchaser or the Company (provided that the Seller shall agree to reimburse the Company for reasonable out of pocket costs incurred by the Company in connection with recovering such amounts); or (z) resulting from transactions or actions taken by Purchaser or by the Company at the request of Purchaser on or prior to the Closing Date.
Liability for Taxes (i) Parent ----------- ------------------- shall be liable for and pay, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------
Indemnity for Taxes, Reserves and Expenses (a) If after the date hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
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
Withholding for Taxes All amounts and benefits paid or provided hereunder will be subject to withholding for taxes as required by law.
Straddle Period Taxes Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns other than any Tax Return based upon or related to income or receipts with respect to the Purchased Assets for taxable periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). Such Tax Returns shall be prepared or caused to be prepared by Buyer. Buyer shall submit drafts of such Tax Returns to the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensions. In the event that the Sellers and Buyer cannot reach agreement with respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to the portion of the Taxes shown on a Tax Return approved by the Sellers which relates to the portion of such Straddle Period ending on the Closing Date promptly upon receiving notice from Buyer that the Sellers are liable under this Section 7.2(b) for such Taxes but in no event later than five (5) Business Days before the Tax Return reflecting such liability is required to be filed. For purposes of this Section 7.2(b), in the case of sales, use and other similar Taxes that are payable for a Straddle Period, the portion of such Tax that relates to the portion of such taxable period ending on the Closing Date shall be deemed equal to the amount that would be payable if the relevant taxable period ended on and included the Closing Date.

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