Escrow Taxes Sample Clauses

Escrow Taxes. Unless otherwise required by law, J&J Health will include in its income, for federal, state, local and foreign tax purposes, that portion of income and gains realized by the Escrow Fund that is disbursed to J&J Health, and shall pay all income taxes due with respect thereto. HFC will include in its income, for federal, state, local and foreign tax purposes, that portion of income and gains realized by the Escrow Fund that is disbursed other than to J&J Health. As soon as practicable after December 31 of each calendar year (but in no event later than required by applicable law), the Escrow Agent shall report, as required by applicable law, income and gains realized by the Escrow Fund in a manner consistent with this section.
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Escrow Taxes. (i) At the Closing, the sum of US$35,000,000 shall be deducted from the Cash Consideration amount (such sum, including any interest or income earned and paid thereon thereafter, being referred to herein as the “Escrow Funds”), and will be deposited by Buyer in escrow with a commercial bank or other financial institution located in Calgary, Canada duly authorized by appropriate Governmental Authorities to exercise trust powers, which will act as escrow agent (the “Escrow Agent”) pursuant to the terms of the Escrow Agreement. The Escrow Agent will be chosen by the mutual agreement of the Parties. The Escrow Funds shall be available for a period of not longer than twelve (12) months following the Closing Date, for the purpose of satisfaction of any claims made by Buyer for indemnification under Article 8 of this Agreement and for certain adjustments that may be required by Section 1.5 below; provided, however, that amounts may be required to be retained in escrow after such twelve-month period as expressly provided in the Escrow Agreement. (ii) Amounts of any payments required pursuant to this Section 1.5 shall bear interest from the Closing Date through the date of actual payment at the Interest Rate. (iii) For purposes of federal, provincial, state and other Taxes based on income, except to the extent sums thereof are paid out to Buyer in accordance with the terms of the Escrow Agreement, the Sellers shall be treated as the owners of the Escrow Funds and will report all income, if any, that is earned on, or derived from, the Escrow Funds, as their income in the Taxable year or years in which such income is properly includible, and pay any Taxes attributable thereto.
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Escrow Taxes. Escrow Taxes. 2
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Escrow Taxes. For tax purposes, the Escrowed Funds shall be the property of the Sellers and all interest and other income earned on the Escrowed Funds shall be the income of the Sellers. GCI and the Sellers shall file tax returns and the Escrow Agent shall file a Form 1099 consistent with such treatment. ARTICLE 6 ESCROW AGENT DUTIES AND FEES
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Escrow Taxes. Unless otherwise required by law, Buyer will include in its income, for federal, state, local and foreign tax purposes, all income and gains realized by the Escrow Fund and pay all income taxes due with respect thereto. As soon as practicable after December 31 of each calendar year (but in no event later than required by applicable law), the Escrow Agent shall report, as required by applicable law, income and gains realized by the Escrow Fund in a manner consistent with the preceding sentence. Buyer shall calculate in reasonable good faith, federal, state, local and foreign income taxes to be paid by Buyer on the income and gains realized by the Escrow Fund at the highest applicable marginal rate of taxation for income and gains realized by the Escrow Fund (the “Escrow Taxes”) (consulting, as necessary, with the Escrow Agent). Buyer shall report the amount of such Escrow Taxes to the Escrow Agent and to the Stockholders’ Representative.
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Escrow Taxes. (i) As soon as reasonably possible following the Financial Statements Delivery Date, the sum, in cash, equal to (A) the original principal amount of the Buyer Note (US$35,000,000), less (B) the amount (if any) to which Buyer may be entitled as of the Deposit Date (as defined below) pursuant to Buyer’s exercise of its rights of set-off under the Buyer Note as described in Sections 1.5(a)(v) and 8.11(a) and (b) below, plus (C) the Interest Amount (in U.S. Dollars), shall be deposited by Buyer in escrow with a commercial bank or other financial institution located in Calgary, Alberta, duly authorized by appropriate Governmental Authorities to exercise trust powers, which shall act as escrow agent (the “Escrow Agent”) pursuant to the terms of the Escrow Agreement. The Escrow Agent will be chosen by the mutual agreement of Buyer and the Sellers. Such sum of cash so deposited into escrow, including, from and after the Deposit Date, any interest or income thereon earned and paid thereon, is referred to herein as the "Escrow Funds.” The Escrow Funds shall be available for the purpose of satisfaction of any claims made by Buyer for indemnification under Article 8 of this Agreement and for certain adjustments to the Aggregate Purchase Price that may be required by this Section 1.5 during the Escrow Period; provided, however, that amounts may be required to be retained in escrow after such period as expressly provided in the Escrow Agreement. The date that the Escrow Funds are deposited into escrow is referred to herein as the “Deposit Date.” (ii) On the Deposit Date, Buyer shall also pay to 1236929 Alberta Ltd. an amount in cash, in U.S. Dollars, equal to the Incremental Interest Amount. (iii) The deposit by Buyer of the Escrow Funds into escrow in accordance with Section 1.5(a)(i) and the payment of the Incremental Interest Amount to 1236929 Alberta Ltd. in accordance with Section 1.5(a)(ii) shall be deemed to be the payment in full of the aggregate amount of indebtedness under the Buyer Note, and upon such payment, the indebtedness (and all obligations of Buyer) under such Buyer Note shall thereupon be extinguished, discharged and satisfied, and the holder of the Buyer Note shall xxxx the Buyer Note “Cancelled” and surrender the Buyer Note to Buyer. (iv) Amounts of any payments required to be made pursuant to this Section 1.5 shall bear interest from the Closing Date through the date of actual payment at the Interest Rate. (v) For so long as the Buyer Note is outs...
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Related to Escrow Taxes

  • New Taxes Any taxes not in effect as of the Effective Date enacted by a Governmental Authority or the Town, to be effective after the Effective Date with respect to All-Requirements Power Supply, or any Governmental Rule enacted and effective after the Effective Date resulting in application of any existing tax for the first time to Participating Consumers.

  • 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.

  • Conveyance Taxes The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time.

  • Transfer Taxes On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

  • Tax and Insurance Escrow Fund (a) If (and for so long as) a Trigger Event shall have occurred and shall not have been cured by a Trigger Event Cure, on each Payment Date during such period, Borrower shall pay to Lender (or Servicer, as directed by Lender) an amount equal to (i) one-twelfth of the Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (ii) one-twelfth of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies (said amounts in (i) and (ii) above hereinafter called the “Tax and Insurance Escrow Fund”). Lender shall apply the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Section 5.1.2 hereof and under the Mortgage Loan Agreement. In making any payment relating to the Tax and Insurance Escrow Fund, Lender may do so according to any xxxx, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount of the Tax and Insurance Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Section 5.1.2 hereof, provided no Event of Default shall have occurred and be continuing, then Lender shall return any excess to Borrower (or to Operating Company, if so directed by Borrower). In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the Properties. If at any time Lender reasonably determines that the Tax and Insurance Escrow Fund is not or will not be sufficient to pay Taxes and Insurance Premiums by the dates set forth in (i) and (ii) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to the due date of the Taxes and/or thirty (30) days prior to expiration of the Policies, as the case may be. (b) Notwithstanding the foregoing, Borrower shall not be required to make any deposits into the Tax and Insurance Escrow Fund on account of Insurance Premiums if (and for so long as) Borrower shall maintain a blanket insurance policy in respect of the Properties that is in accordance with the provisions of Section 6.1(a) and otherwise satisfactory to Lender in all material respects. (c) Any amount remaining in the Tax and Insurance Escrow Fund following the occurrence of a Trigger Event Cure shall be returned to Borrower (or Operating Company, as directed by Borrower).

  • Additional Escrow Amounts On the date of any Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn in accordance with Section 2.4 of the Deposit Agreement.

  • Transfer Taxes and Expenses The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

  • Payment Taxes As full consideration for the Products and Services, and the assignment of rights to Buyer as provided herein, Buyer shall pay Seller (i) the amount agreed upon and specified in the Order, or (ii) Seller's quoted price on date of shipment (for Products), or the date Services were started (for Services), whichever is lower. Payment shall not constitute acceptance. Each invoice submitted by Seller shall be provided to Buyer within ninety (90) days of completion of the Services or delivery of Products, and shall reference the Order. Buyer reserves the right to return all incorrect invoices. Buyer shall receive a 2% discount of the invoiced amount for all invoices that are submitted more than ninety (90) days after completion of the Services or delivery of the Products. Buyer shall pay the invoiced amount within sixty (60) days after receipt of a correct invoice. Prices shall include, and Seller shall be liable for and pay, all taxes imposed on or measured by this Order, except for applicable sales and use taxes that are separately stated on Seller’s invoice. Prices shall not include any taxes for which Buyer has furnished evidence of exemption. Where required by law, Buyer may deduct from any payments due to Seller hereunder such taxes as Buyer shall be required to withhold and pay such taxes to the relevant tax authorities.

  • Transaction Taxes Fund is responsible for all taxes, levies, duties, and assessments levied on Services purchased under this Agreement (collectively, “Transaction Taxes”). Computershare is responsible for collecting and remitting Transaction Taxes in all jurisdictions in which Computershare is registered to collect such Transaction Taxes. Computershare shall invoice Fund for such Transaction Taxes that Computershare is obligated to collect upon the furnishing of Services. Fund shall pay such Transaction Taxes according to the terms in Section 7.3. Computershare shall timely remit to the appropriate governmental authorities all such Transaction Taxes that Computershare collects from Fund. To the extent that Fund provides Computershare with valid exemption certificates, direct pay permits, or other documentation that exempts Computershare from collecting Transaction Taxes from Fund, invoices issued for Services provided after Computershare’s receipt of such certificates, permits, or other documentation will not reflect exempted Transaction Taxes. Computershare is solely responsible for the payment of all personal property taxes, franchise taxes, corporate excise or privilege taxes, property or license taxes, taxes relating to Computershare’s personnel, and taxes based on Computershare’s net income or gross revenues relating to Services.

  • Collection of Taxes, Assessments and Similar Items; Escrow Accounts (a) To the extent required by the related Mortgage Note and not violative of current law, the Master Servicer shall establish and maintain one or more accounts (each, an "Escrow Account") and deposit and retain therein all collections from the Mortgagors (or advances by the Master Servicer) for the payment of taxes, assessments, hazard insurance premiums or comparable items for the account of the Mortgagors. Nothing herein shall require the Master Servicer to compel a Mortgagor to establish an Escrow Account in violation of applicable law. (b) Withdrawals of amounts so collected from the Escrow Accounts may be made only to effect timely payment of taxes, assessments, hazard insurance premiums, condominium or PUD association dues, or comparable items, to reimburse the Master Servicer out of related collections for any payments made pursuant to Sections 3.01 hereof (with respect to taxes and assessments and insurance premiums) and 3.09 hereof (with respect to hazard insurance), to refund to any Mortgagors any sums determined to be overages, to pay interest, if required by law or the terms of the related Mortgage or Mortgage Note, to Mortgagors on balances in the Escrow Account or to clear and terminate the Escrow Account at the termination of this Agreement in accordance with Section 9.01 hereof. The Escrow Accounts shall not be a part of the Trust Fund. (c) The Master Servicer shall advance any payments referred to in Section 3.06(a) that are not timely paid by the Mortgagors on the date when the tax, premium or other cost for which such payment is intended is due, but the Master Servicer shall be required so to advance only to the extent that such advances, in the good faith judgment of the Master Servicer, will be recoverable by the Master Servicer out of Insurance Proceeds, Liquidation Proceeds or otherwise.

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