regarding Taxes Sample Clauses

regarding Taxes. The scope of said appraisal shall be prepared by Lease Administrator in accordance with its policies and reviewed and approved by Tenant, in its reasonable discretion. Such appraisal shall be conducted in the manner provided in Article 36 hereof. Following a readjustment of the Base Rent as provided in this subsection, the Base Rent shall continue to escalate annually at the rate of 3%, compounded annually on each anniversary of this Lease.
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regarding Taxes. If and to the extent that the indemnification creates a taxable income for the relevant Group Company, the Losses shall include the amount of the resulting taxes. For the avoidance of doubt any indemnification of any Excluded Liabilities related to or arising from an Environmental Loss or a Loss associated with unpaid Taxes shall be governed exclusively by Section 8.2, Section 8.3 and/or Section 8.4. (b) In furtherance of Section 8.1(a) above, the obligation to indemnify for Excluded Liabilities arising out of or relating to breaches of anti-trust, anti-corruption or 69 other applicable laws in connection with the operation of the Ashland Business or the SC Business (see ARTICLE I, Excluded Liabilities (g)) ("Compliance Breaches") shall also apply with respect to Compliance Breaches that have been committed prior to the Closing Date but continued thereafter (e.g. undiscovered fixing of prices) without Knowledge of ASK; provided however, that this shall not apply for Compliance Breaches committed after the second anniversary of the Closing Date. For the purposes of this Section 8.1(c) "Knowledge of ASK" shall mean positive knowledge of the management board of ASK and such knowledge the management board of ASK could have obtained had it conducted its affairs without gross negligence. (c) No right under this Section 8.1 shall be limited, time barred or restricted by the limitation set forth in ARTICLE VII or Section 8.2 through Section 8.8, provided however, that any claim under this Section 8.1 shall become time barred 30 years after it has arisen (Anspruch entstanden within the meaning of Sec. 199 of the German Civil Code (BGB)).
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regarding Taxes. Only taxes paid in relation to activities inherent in the Contract shall be recognized.
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regarding Taxes. (a) all Taxes of Seller Parties for which he, she, or it is or could become liable as a result of the consummation of the contemplated transactions and that are required to be paid by Seller Parties with respect to the Assets or the Practice, have been, or will be, paid; (b) the Assets are not subject to any Encumbrances arising out of unpaid Taxes that are due and payable; (c) no claim has been made in writing or orally by any Taxing Authority in a jurisdiction where any Seller Party does not file Tax Returns that he, she, or it is or may be subject to taxation by that jurisdiction with respect to the Practice; and (d) each Seller Party is not a “foreign person” (as that term is used in Section 1.1445-2(b)(2)(i) of the Treasury Regulations). The Seller Parties have timely filed all federal, state, county, local and foreign Tax Returns which the Seller Parties are required to have filed, and such Tax Returns are complete and correct in all respects. All Taxes shown on each filed Tax Return of the Seller Parties that he, she, or it is required to pay have been paid. There is no audit examination or dispute respecting any Taxes payable by Seller Parties, and any deficiencies proposed as a result of any governmental audits or disputes have been paid or settled. All Taxes that the Seller Parties are or were required by Law to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been paid to the proper Person.
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regarding Taxes. If and to the extent that the indemnification creates a taxable income for the relevant Group Company, the Losses shall include the amount of the resulting taxes. For the avoidance of doubt any indemnification of any Excluded Liabilities related to or arising from an Environmental Loss or a Loss associated with unpaid Taxes shall be governed exclusively by Section 8.2, Section 8.3 and/or Section 8.4.
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Related to regarding Taxes

  • Filing and Recording Taxes All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the acquisition of the Property by Borrower have been paid or are simultaneously being paid. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Mortgage, have been paid, and, under current Legal Requirements, the Mortgage is enforceable in accordance with its terms by Lender (or any subsequent holder thereof).

  • SHIPPING /TAXES If goods are provided pursuant to this Contract, please note that MPS is exempt from Federal Excise and Wisconsin Sales Taxes. All vendor quotes, bids and invoices must include delivery FOB destination to the MPS location receiving the goods and freight must be prepaid. This means any freight, shipping, processing, handling or like charges must be part of a unit price. Any separate line items for freight, shipping, processing, handling or like charges listed on an invoice will be deleted and NOT PAID. All textbook purchases shall be governed by the terms and conditions in the Milwaukee Board of School Directors’ Textbook Contract, which provides that textbooks shipped to MPS or its schools must be done at no additional charge to MPS or its schools. MPS reserves the right to reject any items that do not conform to the bid, quote or Purchase Order. All return freight charges associated with the rejected materials shall be borne by the vendor.

  • Withholding Taxes The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

  • Payment of Liabilities, Including Taxes, Etc Each Loan Party shall, and shall cause each of its Subsidiaries to, duly pay and discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and payable, including all taxes, assessments and governmental charges upon it or any of its properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or charges, are being contested in good faith and by appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made.

  • Withholding; Tax Matters (a) The Participant acknowledges that the Corporation shall require the Participant to pay the Corporation in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by the Corporation to such authority for the account of the Participant, and the Participant agrees, as a condition to the grant of the Option and delivery of the Shares or any other benefit, to satisfy such obligations. Notwithstanding the foregoing, the Corporation may establish procedures to permit the Participant to satisfy such obligations in whole or in part, and any other local, state, federal, foreign or other income tax obligations relating to the Option, by electing (the “election”) to have the Corporation withhold shares of Common Stock from the Shares to which the Participant is entitled. The number of Shares to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator. (b) The Participant acknowledges that the Corporation has made no warranties or representations to the Participant with respect to the tax consequences (including, but not limited to, income tax consequences) related to the transactions contemplated by this Agreement, and the Participant is in no manner relying on the Corporation or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences upon acquisition or disposition of the Shares subject to the Option and that the Participant should consult a tax advisor prior to such exercise or disposition. The Participant acknowledges that he or she has been advised that he or she should consult with his own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that the Corporation has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.