Franchise Taxes. Section 1: Service Provider certifies that should Service Provider be subject to payment of Texas franchise taxes, all franchise taxes are current. If such certification is false, this contract may be terminated at the option of TJJD or other sanctions may be exercised.
Franchise Taxes. Any franchise or corporate tax open, levied or imposed against the Seller or other owners in the chain of title that may be a Lien on the Closing Date shall not be an objection to title if the Title Company omits same from the title policy issued pursuant to the Title Commitment or excepts same but insures the Purchaser against collection thereof out of the Property.
Franchise Taxes. There are no unpaid franchise taxes claimed by the taxing authority of any jurisdiction to be due by the Company or any Subsidiary, and the officers of the Company or any Subsidiary know of no basis for any such claim.
Franchise Taxes. Each of the Parties further acknowledges and agrees with the other Parties that from and after the Effective Date, MS R&D shall be solely responsible for all fees and taxes, including without limitation, franchise taxes owing to the State of Delaware, and all service fees, including without limitation, corporate service fees for corporate filings or representation as agent for service of process within or without of the State of Delaware.
Franchise Taxes. Unpaid franchise or corporation taxes, dissolution taxes or any other similar taxes so levied, of any corporation in the chain of title shall be no objection to title so long as the Title Company insures against collection of any such taxes out of or enforcement against the Premises without special or additional premium or if such special or additional premium is required, if Seller shall pay such special or additional premium.
Franchise Taxes. Unpaid franchise taxes, dissolution taxes or any other similar taxes so levied, of any corporation in the chain of title shall not be an objection to title so long as the Title Company insures against collection of any such taxes out of or enforcement against the Premises.
Franchise Taxes. Section 1: Counsel certifies that should Counsel be subject to payment of Texas franchise taxes, all franchise taxes are current. If such certification is false, this contract may be terminated at the option of TJJD or other sanctions may be exercised.
Franchise Taxes. All franchise taxes due to date for USSC and CAC have been paid to date. If they have not, Sellers promise to pay them.
Franchise Taxes. Each legal entity is responsible for any franchise, capital stock or other similar capital or net worth based taxes attributable to its business. Any such tax liabilities attributable to the Embarq Group that are existing or accrued as of the Distribution Date will not be settled, paid or contributed by Sprint Nextel prior to the Distribution Date, and Embarq will have sole responsibility for satisfying such liabilities. Transfer Taxes: • Except as provided in Section 2.03 of the Agreement, each legal entity is responsible for any transfer taxes attributable to its business operations, including, but not limited to, any stamp, sales, use, gross receipts, value-added or other transfer taxes or tax-like fees. Any unpaid transfer tax liabilities attributable to the business operations of a Sprint Nextel entity that have been transferred to an Embarq entity as part of the Transactions (e.g., the long distance customers transferred to Embarq entities), and which relate to periods prior to the transfer of such operations, shall remain the liability of Sprint Nextel. Any tax liabilities attributable to the historical business operations of Embarq existing or accrued as of the Distribution Date will not be settled, paid or contributed by Sprint Nextel prior to the Distribution Date, and Embarq will have sole responsibility for satisfying such liabilities. • With respect to Refund claims pending on the Distribution Date involving any sales, use, gross receipts or other similar taxes, (x) in the case of a Refund received by Sprint Nextel and payable to Embarq pursuant to the terms hereof, the amount of such payment shall be net of all contingent fee expenses paid by Sprint Nextel and related to such Refund, or (y) in the event that Embarq receives a Refund directly from the relevant Taxing Authority, it shall reimburse Sprint Nextel for all contingent fee expenses paid by Sprint Nextel with respect to such Refund. For the avoidance of doubt, Embarq shall not be liable for any contingent fee expenses related to Refunds received prior to the Distribution Date.
Franchise Taxes. If Core Ruling (4) is not received as part of any IRS Private Letter Ruling, Manchester agrees that, notwithstanding any other provision of this Agreement, as an adjustment to the Repurchase Consideration, Manchester shall reimburse Arsenal for, and shall indemnify each Arsenal Group Member from and against any franchise Taxes imposed upon Newco for calendar years 2011 and 2012 (Post-Closing Franchise Taxes), with such reimbursements payable at the times pursuant to Section 10.10(c). The Parties agree that they will each use commercially reasonable efforts to eliminate or otherwise mitigate the imposition of such Post-Closing Franchise Taxes.
