Payment of State and Local Taxes Clause Samples
The Payment of State and Local Taxes clause assigns responsibility for paying any applicable state and local taxes related to the agreement. Typically, this means that one party—often the buyer or service recipient—must ensure that all sales, use, or similar taxes imposed by state or local authorities are paid in connection with the transaction. For example, if a company purchases goods or services, this clause clarifies whether the seller or buyer is responsible for remitting taxes to the appropriate government entities. Its core function is to prevent disputes by clearly allocating tax payment obligations, ensuring compliance with tax laws, and avoiding unexpected financial liabilities for either party.
Payment of State and Local Taxes. ADESA, as tax matters Partner (“TMP”), shall notify RFI of all Taxes (other than Federal income taxes) payable at any time by RFI with respect to the Partnership, the business of the Partnership or the partnership interest held by RFI in the Partnership not later than 30 days before any such, Tax first becomes due. ADESA, as TMP, not later than 30 days before any such Tax shall first become due, shall cause all tax returns related to any such Tax and required to be filed by RFI by any governmental authority, to be properly and completely prepared by a certified public accountant satisfactory to RFI, and. delivered to RFI for its review and approval, accompanied by payment of a cash distribution to RFI in an amount not less than the amount to become due on account of such Tax. If RFI shall disagree with any aspect of any tax return as so prepared and delivered by ADESA, RFT and ADESA shall cooperate in good faith to resolve any such disagreement, provided that if the parties are not able to resolve such disagreement prior to three business days before the due date of the related tax return, such tax return shall be prepared as required by RFI and the Partnership shall supplement the cash distribution previously made by any additional amount shown to be due on the tax return as revised by RFI.
Payment of State and Local Taxes. KBI shall, and shall cause each of its Subsidiaries to, file on a timely basis all state and local tax returns required to be filed by it and pay all such taxes due and payable with respect to the periods covered by such tax returns (whether or not reflected thereon). KBI will, unless prohibited by applicable law, close the taxable period of KBI and its subsidiaries as of the close of business on the Option Closing Date. If applicable law does not permit KBI or any of its subsidiaries to close its taxable year on the Option Closing Date or, in any case in which any taxes are assessed with respect to a taxable period which includes the Option Closing Date (but does not begin or end on that day) (a “Straddle Period”), the taxes, if any, attributable to a Straddle Period shall be allocated (i) to TR for the period up to and including the close of business on the Option Closing Date, and (ii) to KB for the period subsequent to the Option Closing Date. Any allocation of income or deductions required to determine any taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of KBI and its subsidiaries as of the close of the Option Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Option Closing Date and the period after the Option Closing Date in proportion to the number of days in each such period.
Payment of State and Local Taxes. KBI shall, and shall cause each of its Subsidiaries to, file on a timely basis all state and local tax returns required to be filed by it and pay all such taxes due and payable with respect to the periods covered by such tax returns (whether or not reflected thereon).
Payment of State and Local Taxes. (a) Each Venturer hereby represents and warrants to the other Venturers that it has paid any and all state and local taxes payable by such Venturer with respect to property used by the Venture in connection with the operation of the Venture's business, and agrees to indemnify and hold the other Venturers harmless from and pay and reimburse the other Venturers for any and all liabilities, damages, costs and expenses, which are suffered or incurred, including reasonable attorneys' fees, arising as a result of the nonpayment of any such state and local taxes.
(b) Manager hereby represents and warrants to the Venturers, and each of them, that to the best of its knowledge, that it has made all state and local tax filings and paid on behalf of the Venture, out of Venture funds, all sate and local tax payments with respect to the operations of the Venture's business.
Payment of State and Local Taxes. Buyer agrees to pay any Other Taxes due solely as a result of the Election pursuant to Section 7.11 and to timely file or cause to be filed all state and local tax returns required to be filed on or after the Closing Date to properly reflect any Election (and the effects thereof) required under Section 7.11 and to pay all amounts due thereon and to provide copies of such tax returns to Seller.