Payment of Tax Refunds Sample Clauses

Payment of Tax Refunds. Upon receipt by Parent or the Surviving Corporation of any Pre-Closing Tax Refund or the Pre-Closing portion of any refund for a Straddle Period, (collectively, the “Tax Refunds”), Parent or the Surviving Corporation shall promptly, but in no event more than ten (10) Business Days, remit all of such amounts to the Stockholder Representative for deposit into the Stockholder Representative Expense Fund. The amounts remitted pursuant to the preceding sentence to the Stockholder Representative Expense Fund shall be available, together with all amounts in such fund, for administering any Tax audits, reviews or similar Proceedings (each, an “Audit”) and settling any Tax liabilities or related Losses arising therefrom. In the event that within nine (9) months after receipt of any Tax Refund (the “Notice Period”), no notice of any Audit has been issued by the Internal Revenue Service to the Stockholder Representative, Parent or the Surviving Corporation which could give rise to any indemnification rights of the Parent Indemnified Parties under this Agreement (the “Audit Notice”) and no Audit noticed or commenced prior to the receipt of such Tax Refund remains pending, then the Stockholder Representative shall be permitted to distribute the full amount of such Tax Refund to the Company Holders; provided, however, that no such distribution shall limit any indemnification rights of the Parent Indemnified Parties under this Agreement. In the event that an Audit of the Company or the Surviving Corporation related to any Pre-Closing Period or the Straddle Period occurs or is continuing within the Notice Period, then upon the later of (i) full and final conclusion of all such Audits, and (ii) the end of the Notice Period, the Stockholder Representative shall be permitted to distribute the entire balance of any Tax Refund remaining in the Stockholder Representative Expense Fund to the Company Holders; provided, however, that if the Internal Revenue Service narrows the scope of any such Audit to apply only to particular matters, then Parent and the Stockholder Representative shall in good faith determine a portion of the Tax Refunds, if any, that the Stockholder Representative shall be permitted to distribute to the Company Holders.
Sample 1
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Payment of Tax Refunds. (i) Within ten business days after its receipt of any Option Refund (as defined below), the Surviving Corporation shall notify the Representative and deposit into the Indemnification Escrow an amount equal to the lesser of (A) fifty percent (50%) of such Option Refund; (B) an amount equal to the federal taxable income of Beech allocated on IRS Schedules K-1 to the Stockholders for the taxable period beginning on January 1, 2005 and ended on September 20, 2005 (such period being the period in which Beech was an S corporation) multiplied by an assumed federal income tax rate of twenty percent (20%); or (C) One Million Dollars ($1,000,000) (such amount, the “Option Escrow Payment”).
Sample 1
Payment of Tax Refunds. Pursuant to the Redemption Agreement, CDC has assigned to Shareholders the aggregate cumulative refunds receivable by CDC from the Service and the Oregon Department of Revenue (the "Department") for federal and Oregon taxable years ended December 31, 1995, 1996, and 1997, and CDC has agreed promptly to remit to Shareholders any such refunds actually received from the Service or the Department. In the event the assignment of refunds receivable is not valid for any reason, GDSC agrees to cause CDC nevertheless to remit to Shareholders any such refunds actually received from the Service or the Department. Conversely, if the anticipated settlement with the Service is not finally agreed to by the Service and, as a result, it is finally determined that CDC is required to pay any additional federal or Oregon income tax for the taxable years ended December 31, 1995, 1996, and 1997, then Shareholders shall promptly pay to CDC, pro rata in proportion to their stock ownership in CDC immediately prior to the Closing, an amount equal to all such additional tax. Any such payment shall be treated as a Purchase Price adjustment.
Sample 1

Related to Payment of Tax Refunds

  • Payment of Taxes The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.

  • Payment of Taxes, Etc Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.

  • Payment of Tax To the extent a Party is required by applicable Law to deduct and withhold taxes on any payment to the other Party, the paying Party shall pay the amounts of such taxes to the proper Governmental Authority in a timely manner and promptly transmit to the other Party an official tax certificate or other evidence of such withholding sufficient to enable such other Party to claim such payment of taxes.

  • Payment of Taxes and Claims; Tax Consolidation A. Company will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim.

  • Filing of Tax Returns; Payment of Taxes (a) Filing of Tax Returns; Payment of Income

  • Payment of Taxes and Claims, Etc Pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and governmental charges imposed upon it or upon its property, and (ii) all claims (including, without limitation, claims for labor, materials, supplies or services) which might, if unpaid, become a Lien upon its property, unless, in each case, the validity or amount thereof is being contested in good faith by appropriate proceedings and adequate reserves are maintained with respect thereto.

  • Payment of Taxes and Claims The Company will and will cause each of its Subsidiaries to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

  • Payment of Tax Obligations The Borrower will, and will cause each of its Subsidiaries to, pay its Tax liabilities, assessments and governmental charges that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

  • Evidence of Tax Payments The Borrower will pay prior to delinquency all Taxes and Other Taxes payable in respect of any payment. Within 30 days after the date of any payment of Taxes, the Borrower will furnish to the Administrative Agent, at its address referred to in Section 11.02, the original or a certified copy of a receipt evidencing payment of such Taxes or Other Taxes.

  • Payment of Taxes, Assessments, etc The Servicer (other than with respect to a Foreclosed Property) and the Special Servicer (with respect to any Foreclosed Property) shall maintain accurate records with respect to the Property (or such Foreclosed Property, as the case may be) reflecting the status of real estate taxes, assessments, charges and other similar items that are or may become a lien on the Property (or such Foreclosed Property, as the case may be) and the status of insurance premiums payable in respect of insurance policies required to be maintained pursuant to Section 3.11 hereof. The Servicer shall obtain, from time to time, all bills for the payment of such items (including renewal premiums). The Servicer shall pay real estate taxes, assessments and charges, insurance premiums, ground rent, operating expenses and other similar items from funds in the applicable Reserve Account in accordance with the Mortgage Loan Agreement at such time as may be required by the Mortgage Loan Documents. If the Borrower Related Parties do not make the necessary payments and/or a Mortgage Loan Event of Default has occurred and amounts in the applicable Reserve Account are insufficient to make such payments, the Servicer shall make a Property Protection Advance, subject to the determination of non-recoverability provided in Section 3.23, from its own funds for amounts payable with respect to all such items related to the Property when and as the same shall become due and payable. The Servicer shall ensure that the amount of funds in the applicable Reserve Account is increased when and if applicable taxes, assessments, charges and other similar items, ground rents or insurance premiums are increased, in accordance with the terms of the Mortgage Loan Agreement.

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