Liabilities and Taxes Sample Clauses
The 'Liabilities and Taxes' clause defines the responsibilities of each party regarding financial obligations, such as debts, liabilities, and tax payments, arising from the agreement. Typically, it clarifies which party is responsible for paying specific taxes, fees, or penalties, and may require each party to indemnify the other against any claims or losses related to these obligations. This clause ensures that there is no ambiguity about who bears financial responsibility, thereby reducing the risk of disputes and unexpected costs related to liabilities and taxation.
Liabilities and Taxes all Liabilities of the Seller, contingent or otherwise, existing on the Closing Date other than the Assumed Liabilities and Taxes that are the responsibility of the Buyer under Section 4.2;
Liabilities and Taxes. As at the Balance Sheet Date, JII had no liabilities or obligations, absolute, accrued, contingent or otherwise, which have not been reflected in the (unaudited) April, 1997 Balance Sheet or otherwise disclosed to the Buyer. The JII April 30, 1997 Balance Sheet (unaudited) includes adequate provision, in accordance with generally accepted accounting principles, for:
i. all taxes, federal, state and local, payable by JII; and
ii. all other liabilities of the Company including, without limiting the generality of the foregoing, all accounts payable, accrued expenses, sundry payables and current and future installments on indebtedness payable, if applicable.
Liabilities and Taxes. Except as noted on Balance Sheet attached hereto as Schedule 4.02.09, all liabilities, franchise taxes, federal income taxes, state income taxes, ad valorem (based on 1996 rates), real property, personal property, production, severance, excise and other all other material taxes and liabilities for which Aspen may be liable for periods of time ending prior to June 30, 1997 (the "Balance Sheet Date") have been duly and timely paid or accrued.
Liabilities and Taxes. Bayer and Advanced shall defend, protect, indemnify and hold harmless UIC and each UIC Indemnified Person against, all liabilities and obligations arising from or relating to the formulation, manufacture, production, marketing, distribution, sale or use of any Product; provided, however, that neither Bayer nor Advanced shall be responsible for, and shall not indemnify UIC or any other UIC Indemnified Person for any Claim, as defined in Section 5(b), to the extent of any amount for which UIC is obligated to indemnify Advanced and Bayer or any Advanced Indemnified Person pursuant to Section 5 of this Agreement. Without limiting the generality of the foregoing, Advanced and Bayer shall be responsible for the assessment, collection and remittance to state taxing authorities of all sales and/or use taxes applicable to sales of Products to Customers.
Liabilities and Taxes. 6.6.1 Seller will pay or cause to be paid promptly all ad valorem taxes and similar taxes and assessments, all sewer and water charges and all other governmental charges levied or imposed upon or assessed against the Property and due on or prior to the Closing Date, and will pay or cause to be paid all expenses incurred in the use, occupancy and operation of the Property on or prior to the Closing Date.
6.6.2 The Company has timely filed all Tax Returns that it was required to file. All such Tax Returns were, to Seller’s Knowledge, correct and complete in all material respects. To Seller’s Knowledge, all Taxes owed by the Company (whether or not shown on any Tax Return) have been paid. All Taxes (except ad valorem taxes and such similar taxes subject to proration hereunder) which shall become due and payable by the Company after the date of this Agreement but before the Closing Date shall be paid by the Company on or before the Closing Date. All Tax Returns and tax information returns to be filed after the date hereof but before the Closing Date by the Company shall be true, complete and accurate. All Taxes which the Company is required by law to withhold or collect have been duly withheld or collected and, to the extent required, have been paid over to the proper governmental agencies.
6.6.3 The Company has no employees and has never had any employees.
6.6.4 The Company has no liabilities or obligations except as shown on the operating statements for the Property for the calendar years 2005 and 2006, and year-to-date 2007, which have been delivered to Purchaser.
6.6.5 The Company is not a guarantor or otherwise liable for any Liability or obligation (including indebtedness) of any other person.
Liabilities and Taxes. 5.6.1 Seller will pay or cause to be paid promptly all ad valorem taxes and similar taxes and assessments, all sewer and water charges and all other governmental charges levied or imposed upon or assessed against the Property and due on or prior to the Closing Date, and will pay or cause to be paid all expenses incurred in the use, occupancy and operation of the Property on or prior to the Closing Date.
Liabilities and Taxes. Following the Closing, Seller will have no debts, liabilities or obligations relating to the Company or its business or activities (including an reserves on its balance sheet), whether before or after the Closing, and there are no outstanding guaranties, performance or payment bonds, letters of credit or other contingent contractual obligations that have been undertaken by Seller directly or indirectly in relation to the Company or its business and that may survive the Closing. Following the Closing, Buyer agrees and confirms that it will file all tax returns required to be filed by it with respect to the Company acquired hereunder and include therewith a Form 8594 with each such filing. Such Form 8594 shall include such information as shall have been approved in writing by the Seller prior to filing.
Liabilities and Taxes