Payment of All Taxes. The Seller has paid, or will pay as they become due, all sales, excise, use, income or other taxes or similar charges due and payable or to become due and payable by Seller for all periods prior to Closing, the non-payment of which may subject Purchaser to liability, jointly or severally, in whole or in part for such amounts. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be responsible and liable for all taxes relating to the Assets or their use on or before the Closing and Purchaser shall be responsible and liable for all taxes relating to the Assets and their use after Closing. After the Closing, each party shall cooperate with the other in dealing with any taxing authority with respect to the business conducted and the Assets. Purchaser may, at its sole discretion if Seller has failed to pay such taxes or charges within 10 days of Seller's receipt of written notice, pay said taxes or charges and (i) give prompt notice to Seller for reimbursement, such reimbursement to be made within three (3) business days; or (ii) pay such taxes or charges and deduct same as a credit against the balance of the purchase price or any other consideration due to Seller. Buyer shall not pay any such taxes which are the subject of dispute between Seller and the applicable taxing authority provided Seller gives Buyer written notice of such dispute and provided that such non-payment does not disrupt or interfere with Buyer's continued use or revenues from the purchased assets. This provision does not relieve Seller from its obligation to pay such charges or taxes if Purchaser does not avail itself of the foregoing remedies.
Payment of All Taxes. The Borrower shall promptly file all tax returns required to be filed with any Tax Authority and shall promptly pay all taxes due each Taxing Authority.
Payment of All Taxes. For all portions of the Leased Property that are not tax-exempt, from and after the Lease Commencement Date, Xxxxxx agrees to pay when due all real property taxes and special assessments of whatsoever kind levied and assessed against the Leased Property, if any. From and after the Lease Commencement Date, the Lessee further agrees to pay when due all sales and use taxes, and any and all other taxes or assessments imposed upon and being the liability of the Lessee and arising out of this Lease, including any sales taxes due on rental payments.
15.5.1 The Lessee shall have the right to review or protest, or cause to be reviewed or protested, by legal proceedings, any such taxes, assessments, or other charges imposed upon or against the Leased Property or the improvements built and placed on the Leased Property, and in case any such real property taxes, assessments, or other charges shall, as a result of such proceedings or otherwise, be reduced, cancelled, set aside or to any extent discharged, the Lessee shall pay the amount that shall be finally assessed or imposed against the Leased Property or the improvements built and placed on them by the Lessee, which are finally determined to be due and payable on any such disputed or contested items. All expenses of such litigation, including court costs, shall be paid by Lessee free of all expenses to Lessor. The term "legal proceeding", as used above, shall be construed as including appropriate appeals from any administrative actions, judgments, decrees or orders and certiorari proceedings and appeals from orders entered in them. If required by law, Xxxxxx agrees to join in any such legal proceeding or empower Xxxxxx to act in the name of Xxxxxx.
15.5.2 Lessor will cooperate with Lessee in any filing or appeal to the Xxxxxx County Property Appraiser pertaining to the Lessee's use of the Leased Property for purposes of determining ad valorem real property taxes. In connection therewith, the Lessor and Xxxxxx understand and agree that the development contemplated by this Lease is being undertaken by Xxxxxx as a community redevelopment project.
Payment of All Taxes. Resulting from Sale of Assets by Seller. Seller shall pay in a timely manner all Taxes resulting from or payable in connection with the sale of the Purchased Assets pursuant to this Agreement, regardless of the Person on whom such Taxes are imposed and legal requirements.
Payment of All Taxes. Parent shall have received written evidence, in form and substance reasonably satisfactory to Parent, that (a) all Pre-Closing Taxes have been fully paid and (b) all outstanding 38
Payment of All Taxes. (a) Seller shall be responsible for paying all Taxes arising under the Assets during that portion of calendar year 2006 prior to the Closing. Buyer shall be responsible for paying all Taxes arising under the Assets for that portion of calendar year 2006 on and after the Closing. To the extent that Seller or Buyer has paid, or will pay, any Taxes arising under the Assets during calendar year 2006 for which such party is not responsible under this Section 7.1(a), the Purchase Price shall be adjusted accordingly at Closing to reimburse such party for the amount of such Taxes paid.
(b) Buyer and Seller shall each pay in a timely manner one half (1/2) of all transfer, documentary and conveyance stamps or Taxes resulting from or payable in connection with the sale of the Assets pursuant to this Agreement, regardless of the Person on whom such stamps or Taxes are imposed by Legal Requirements.
Payment of All Taxes. CONTRACTOR understands that it is responsible, as an independent contractor, to withhold and remit to the appropriate federal and state agencies any withholding taxes, unemployment insurance taxes, disability insurance taxes, FICA, FUTA, or any other taxes which are required to be deducted, withheld, or submitted by an employer pursuant to the laws of the relevant jurisdiction. CONTRACTOR further acknowledges its responsibility to remit such taxes as come due and owing to the proper authorities based on its operation as an independent contractor.
Payment of All Taxes. The Seller has paid, or will pay, on or prior to the Closing Date, all sales, excise, use, income or other taxes or similar charges due or to become due by Seller for all periods prior to Closing, the non-payment of which may subject Purchaser to liability, jointly or severally, in whole or in part for such amounts.
Payment of All Taxes. RESULTING FROM SALE OF ASSETS
(a) Taxes Liability Assumed Pursuant to Section 4.4(a)(ii). The amount payable by JKP Sub to Bizarre for certain Tax liability assumed by JKP Sub pursuant to Section 4.4(a)(ii) hereof shall be determined in accordance with the following procedure: the accountants for Bizarre shall present to JKP Sub a calculation of the tax liability incurred by Bizarre in connection with the exercise by JKP Sub of the Option, and shall include therewith any supporting documentation with respect to tax basis, current deductions and losses and net operating losses, and, in addition, Bizarre's accountants shall provide JKP Sub with any other documents that JKP Sub may request in order to verify the actual tax liability payable by Bizarre. JKP Sub shall pay the amount determined under this Section 12.1(a) to Bizarre on April 1, 2006.
(b) Payment of all other Taxes. Subject to the terms and conditions set forth in Section 12.1(a) above, each of JKP Sub and Bizarre shall prepare all tax returns or other filings required to be filed by such party in connection with the Contemplated Transactions. In addition to the conditions set forth in Section 12.1(a), Bizarre shall provide JKP Sub with copies of any tax return or other filing that it intends to submit at least fourteen (14) days prior to the date on which such filing is due. JKP Sub shall have the right to review and comment on any such filing and Bizarre shall use its best efforts to accommodate all JKP Sub comments. The parties shall cooperate with each other to ensure that all filings are made on a timely basis. Notwithstanding the foregoing, each party shall pay in a timely manner all Taxes payable by or imposed on it in connection with any of the Contemplated Transactions.
Payment of All Taxes. Seller shall pay in a timely manner all Income Taxes imposed on Seller or Seven States Power Corporation resulting from or payable in connection with the sale of the Acquired Assets pursuant to this Agreement.
