Reimbursement of Taxes. The Borrower shall pay all Taxes, duties, fees or other charges payable on or in connection with the execution, issue, delivery, registration, notarization or enforcement of the Financing Documents and shall, upon notice from the Lenders, reimburse the Lenders for any such Taxes, duties, fees or other charges paid by the Lenders thereon; provided, however, that notwithstanding the foregoing, under no circumstances shall the Borrower have any obligation to reimburse the Lenders for Excluded Taxes.
Reimbursement of Taxes. The Partnership Group shall reimburse CONSOL or its Affiliates for all tax costs and expenses incurred or payments made by CONSOL and its Affiliates on behalf of the Partnership Group, including all sales, use, excise, value added, margin, franchise or similar taxes, if any, that may be applicable from time to time associated with the ownership and operation of the IPO Assets, the First Drop Down Assets or with respect to the services provided by the Partnership Group.
Reimbursement of Taxes. No later than five (5) Business Days prior to the relevant Due Date for Taxes described in Section 3.1, LQ Parent shall pay CPLG, an amount in immediately available funds equal to such Taxes to the extent they represent Taxes shown on Tax Returns for (i) any Pre-Distribution Tax Period or (ii) the portion of any Straddle Tax Period ending on the Distribution Date (determined in accordance with Section 10.2), in each case, for which a member of the CPLG Group has responsibility to file under applicable Law. No later than the Determination Date, CPLG shall pay to LQ Parent an amount in immediately available funds for the portion of any Taxes for a Straddle Tax Period paid prior to the Distribution that are allocable to CPLG for the portion of any Straddle Tax Period beginning after the Distribution Date (determined in accordance with Section 10.2).
Reimbursement of Taxes. In addition to Service Fees, Company shall ---------------------- reimburse Provider for all non-recoverable federal, state, local, and other taxes (including net worth, property or similar taxes assessable on or with respect to the services, but excluding taxes on the net income of Provider) paid by Provider in the performance of services under this Agreement ("Reimbursements").
Reimbursement of Taxes. (1) If, after Tenant shall have paid any Taxes pursuant to this Section, Landlord shall receive a refund of any portion of Taxes paid by Tenant with respect to any tax year during the term hereof as a result of an abatement of such Taxes by legal proceedings, the net refund will be paid over to Tenant.
(2) At the request of Tenant, Landlord will execute any and all proper documents to permit the Tenant, in the name of the Landlord, and at Tenant's sole cost and expense, to protest, institute and pursue any and all legal proceedings necessary or appropriate to obtain reduction in any Tax assessment or refund of any Taxes. In the event Landlord elects to undertake any such protest or legal proceedings for such purpose, Landlord will permit Tenant to participate therein at Tenant's sole cost and expense in order that Tenant may assure itself that all appropriate steps are being taken to reduce the tax obligations for which Tenant is liable hereunder.
(3) In the event this Lease shall commence, or shall end (by reason of expiration of the term or earlier termination pursuant to the provisions hereof), on any date other than the first or last day of the year, or should the year or period of assessment of real estate taxes be changed to more or less than one year, as the case may be, then the amount of Taxes payable by Tenant as provided hereunder shall be appropriately apportioned.
Reimbursement of Taxes. Not less than forty-five (45) days prior to the date tentatively scheduled for Closing, Seller shall deliver to Buyer a pro forma Return that reflects the tax items of the Buyer Group through the most recently completed month for the taxable year of the Buyer Group that will end on or will include the Closing Date for Buyer's review and comments. Seller shall be required to make any changes to such pro forma Return reasonably requested by Buyer (which requested changes shall be delivered to Seller within fifteen (15) days after Buyer's receipt of such pro forma Return) to the extent consistent with the past practices of Seller or the Company and any other changes reasonably requested by Buyer. Thereafter, Seller shall deliver to Buyer Seller's calculation of the amount of Tax attributable to the Buyer Group pursuant to this Section 8.4 for the period covered by the pro forma Return (the "INITIAL ESTIMATED TAX CALCULATION"). The Initial Estimated Tax Calculation shall be computed on a separate return basis and based upon the separate tax items of the Buyer Group as set forth on the pro forma Return as revised to incorporate the changes reasonably requested by Buyer; provided, however, in the case of Florida Corporate Income/Franchise Taxes, the Initial Estimated Tax Calculation shall be computed on a separate return basis and based upon the separate tax items of the Buyer Group, except that the Florida apportionment factors and fraction of the entire consolidated group (and not the apportionment factors and fraction of only the Buyer Group) shall be used. If Buyer and Seller are able to agree in writing upon the Initial Estimated Tax Calculation within ten (10) days following delivery thereof (the "INITIAL ESTIMATED TAX CALCULATION PERIOD") by Seller to Buyer, then Seller and White shall cause the Company to pay to Seller at Closing cash in the amount of the Initial Estimated Tax Calculation (the "INITIAL ESTIMATED TAX AMOUNT"), less any amounts previously paid by the Company to the Seller Group with respect to the Initial Tax Calculation Period. In the event Buyer and Seller cannot agree on the Initial Estimated Tax Calculation within the Initial Estimated Tax Calculation Period, then the determination of the Initial Estimated Tax Calculation shall be determined by an accounting firm of nationally recognized standing (the "INDEPENDENT ACCOUNTING FIRM") to be mutually selected by Buyer and Seller or, if no agreement is reached, by the accountants engaged by...
Reimbursement of Taxes. The Company agrees to reimburse each US Holder for all U.S. Federal and California income and franchise taxes (the "Taxes") required to be paid by the US Holder on any gain recognized on the exchange of Series B Warrants for shares of Series 4-A Preferred Stock pursuant to this Agreement. The amount of the reimbursement shall be an amount that, after taking into account all current deductions in respect of Taxes on such amount, shall be equal to the aggregate amount of additional Taxes payable by the US Holder as a result of such gain and the reimbursement of Taxes hereunder; provided, that the aggregate amount paid or payable by the Company to any US Holder under this Section 6.14 shall not in any case exceed U.S.$70,000. The amount of the reimbursement shall not include any interest, penalties or additions to Taxes caused by any act or failure to act of the U.S. Holder. The Company shall pay the reimbursement no later than 30 days after receipt of a written demand letter from the US Holder that is accompanied by a signed statement by the U.S. Holder's accountant explaining in reasonable detail the basis for such computation. The Company may, in its sole discretion and at its own expense, employ a nationally-known, independent accounting firm to verify such computation after consultation with the US Holder's accountant. The results of the verification procedure shall be final, binding and conclusive upon the Company and the US Holder. A "US Holder" is any Security Holder that is: (1) an individual citizen or resident of the United States; (2) a corporation, partnership or other business organized under the laws of the United States or any State thereof or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income tax without regard to its source; or (4) a trust that is subject to the primary supervision of a U.S. court and the control of one or more U.S. persons, or that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person
Reimbursement of Taxes. Notwithstanding the foregoing in this Article, to the extent any Award is allocated to reimbursement for real estate Taxes and assessments that have been paid with respect to periods after the date title vests in the condemning authority or its designee, such portion shall be paid to the Party who paid such Taxes and assessments. To the extent any Award is allocated to reimbursement of prepayment penalties, such portion shall be paid to (a) Tenant with respect to any Leasehold Mortgage, and (b) Landlord with respect to any Fee Mortgage.
Reimbursement of Taxes. PA Financial shall reimburse the Bank for all ---------------------- taxes, however designated and levied, upon the fees under this Agreement, or upon the services or materials provided hereunder, or their use, including state and local privilege or excise taxes based on gross revenue, and any taxes or amounts in lieu thereof paid by the Bank in respect of the foregoing, exclusive of franchise taxes based on the net income of the Bank.
Reimbursement of Taxes. (1) If, after Tenant shall have paid any Taxes pursuant to this Section, Landlord shall receive a refund of any portion of Taxes paid by Tenant with respect to any tax year during the Term hereof as a result of an abatement of such Taxes by legal proceedings, the net refund will be paid over to Tenant.
(2) At the request of the Tenant, Landlord will execute any and all proper documents to permit the Tenant, in the name of the Landlord, and at Tenant’s sole cost and expense, to protest, institute and pursue any and all legal proceedings necessary or appropriate to obtain reduction in any Tax assessment or refund of any Taxes. In the event Landlord elects to undertake any such protest or legal proceedings for such purpose, Landlord will permit Tenant to participate therein at Tenant’s sole cost and expense in order that Tenant may assure itself that all appropriate steps are being taken to reduce the tax obligations for which Tenant is liable hereunder.
(3) In the event this Lease shall commence, or shall end with respect to any Facility (by reason of expiration of the Term or earlier termination pursuant to the provisions hereof), on any date other than the first or last day of the year, or should the year or period of assessment of real estate taxes be changed to more or less than one year, as the case may be, then the amount of Taxes payable by Tenant as provided hereunder shall be appropriately apportioned. Notwithstanding the foregoing, however, there shall be no apportionment or pro-ration of Taxes at the commencement of the Term with respect to each Facility, it being acknowledged and agreed that Tenant shall remain responsible for the payment of all Taxes relating to any period prior to the Effective Date of this Lease with respect to each Facility pursuant to the terms of the Original Leases.
