SALES, USE, SINGLE BUSINESS TAX AND OTHER TAXES Sample Clauses

SALES, USE, SINGLE BUSINESS TAX AND OTHER TAXES. Seller shall be responsible for the payment of any and all taxes, charges, levies, assessments or similar amounts, including penalties and interest, due and owing from it or with respect to the property or business covered by this Agreement, including but not limited to sales taxes, use taxes, single business taxes, employee income taxes withheld and county and state real property transfer taxes due and owing prior to the Effective Closing Date, and for which a lien may be placed on the property or Buyer has exposure to transferee or successor liability. Seller shall have no liability for nonpayment of taxes which would ordinarily be payable out of Resort revenues as ordinary and necessary operating expenses to the extent such taxes relate to the ordinary operation of the Resort subsequent to the Effective Closing Date, excluding (a) taxes or portions of taxes (such as, by example, any Single Business Tax relating to the capital asset disposition recapture or any real property transfer taxes) relating to Seller's disposition of the business and assets covered by this Agreement and (b) fines and penalties assessed by reason of non- or late payment of taxes relating to the Resort after the Effective Closing Date, which shall be and remain the responsibility of the Seller. Seller shall file all necessary returns, reports, statements or similar documents required by law with respect to any such tax or other governmental levy, and no later than thirty (30) days after Closing apply for and process all such requests for tax clearance as are necessary to obtain for Buyer assurances available under applicable law that there is no further obligation with respect to any and all such taxes or other charges including, but limited to, any taxes or other governmental charges with respect to which a lien might have been placed against the Property covered by this Agreement or with respect to which transfer or successor liability could have otherwise been asserted against Buyer.
Sample 1
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SALES, USE, SINGLE BUSINESS TAX AND OTHER TAXES. Seller shall, (a) within fifteen (15) days following the Closing Date, file all final returns, reports, statements or similar documents required by law with respect to, and (b) within thirty (30) days following the Closing Date, make payment in full of any and all, taxes, charges. levies, assessments or similar amounts, including interest and penalties, due and owing from it or with respect to any of the Property or the business covered by this Agreement, to the State of Michigan and any city, county or other governmental entity in the State of Michigan, including but limited to sales taxes, use taxes, single business taxes, income taxes withheld, county and state real property transfer taxes, excluding property taxes or special assessments levied with respect to any of the Property covered by this Agreement. Seller shall also request the Michigan Department of Treasury and any other relevant governmental entity in Michigan, within thirty (30) days from the Closing Date, to provide clearance that it has no further indebtedness with respect to any and all such charges, levies, assessments or similar amounts, including penalties and interest, with respect to any time period prior to the Closing Date, which are or could become a lien against the Property covered by this Agreement or with respect to which the Buyer under this Agreement could have successor liability under any applicable statute, rule or similar provision. In the event that in the tax clearance process, the State of Michigan or other appropriate governmental entity (a) conducts an audit of the books and records of the Resort, or (b) conducts an audit of the Seller involving records in addition to or other than the books and records of the Resort, Buyer and Seller shall each provide the other with prompt notice of any notice of any such pending audit. Seller shall have the right to participate in and, while keeping Buyer fully informed, control the procedures of that portion of any such audit as regards any potential for a deficiency, claim or assessment against Seller which can be satisfied from the Holdback Escrow under Section 23. Buyer and Seller each agree to proceed diligently and to cooperate with the other in connection with any such audit, including making available such employees as have access to or understanding of, the financial records and operating systems in which information concerning the subject of the audit exists. The reasonable and ordinary expenses with respect to such aud...
Sample 1

Related to SALES, USE, SINGLE BUSINESS TAX AND OTHER TAXES

  • Withholding Taxes and Other Deductions To the extent required by law, the Company shall withhold from any payments due Executive under this Agreement any applicable federal, state or local taxes and such other deductions as are prescribed by law or Company policy.

  • Income and Other Taxes Except as otherwise expressly stated herein: (i) the BNPP Entities have no obligation or responsibility to Customer with respect to the accounting or reporting of income or other taxes with respect to the execution, delivery and performance of this Agreement, each related agreement and each transaction hereunder or thereunder (for the sake of clarity, including without limitation, with respect to any related margin lending agreement and each related transaction) (each a “Transaction”), including, without limitation, unrelated business taxable income under section 514 of the Code; and (ii) Customer shall alone be responsible for the payment of any and all taxes and related penalties, interests and costs arising from or relating to the Transactions. Customer represents and warrants, on and as of the date hereof and each date any Transaction remains outstanding, that Customer has in place policies and procedures necessary to ensure proper accounting and reporting of any and all taxation of the Customer and/or Accounts in connection with the Transactions.

  • Withholding of Taxes and Other Employee Deductions Company may withhold from any benefits and payments made pursuant to this Agreement all federal, state, city and other taxes as may be required pursuant to any law or governmental regulation or ruling and all other normal employee deductions made with respect to Company’s employees generally.

  • Liability for Taxes and Other Charges If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver ADRs, register the transfer, split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

  • Stamp and Other Similar Taxes The Grantors, jointly and severally, agree to indemnify and hold harmless the Collateral Agent and each Secured Party (and their respective agents) from any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto that may be assessed, levied or collected by any jurisdiction in connection with this Agreement, the Intercreditor Agreement, any Security Document, the Trust Estate or any Collateral. The obligations of the Grantors under this Section 5(d) shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Collateral Agent.

  • Liability of Holder for Taxes and Other Charges Any tax or other governmental charge payable with respect to any ADR or any Deposited Securities or ADSs shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (24) hereof) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Owner.

  • Transfer Tax and Other Disbursements The Fund shall pay or reimburse Custodian from time to time for any transfer taxes payable upon transfers of securities made hereunder, and for all other necessary and proper disbursements and expenses made or incurred by Custodian in the performance of this Agreement. Custodian shall execute and deliver such certificates in connection with securities delivered to it or by it under this Agreement as may be required under the provisions of the Internal Revenue Code and any Regulations of the Treasury Department issued thereunder, or under the laws of any state, to exempt from taxation any exemptable transfers and/or deliveries of any such securities.

  • Payment of Transfer Taxes, Fees and Other Expenses The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of shares received by an Employee in connection with the Restricted Stock Units, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith.

  • Stamp and Other Taxes In addition, the Borrower shall pay any present or future stamp, registration, recordation or documentary taxes or any other similar fees or charges or excise or property taxes, levies of the United States or any state or political subdivision thereof or any applicable foreign jurisdiction which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Loans, the Letters of Credit, the other Loan Documents, or the perfection of any rights or security interest in respect thereto (hereinafter referred to as "Other Taxes").

  • Payment of Taxes and Other Impositions (a) Except as expressly permitted under the Credit Agreement, Mortgagor, prior to delinquency, shall pay and discharge all taxes of every kind and nature (including, without limitation, all real and personal property, income, franchise, withholding, transfer, gains, profits and gross receipts taxes), all charges for any easement or agreement maintained for the benefit of any of the Mortgaged Property, all general and special assessments, levies, permits, inspection and license fees, all water and sewer rents and charges and all other public charges even if unforeseen or extraordinary, imposed upon or assessed against or which may become a lien on any of the Mortgaged Property, or arising in respect of the occupancy, use or possession thereof, together with any penalties or interest on any of the foregoing (all of the foregoing are collectively referred to as the "IMPOSITIONS"). Mortgagor shall within 30 days after the request of Mortgagee deliver to Mortgagee (i) original or copies of receipted bills and cancelled checks or other evidence of payment of such Imposition if it is a real estate tax or other public charge and (ii) evidence acceptable to Mortgagee in its reasonable discretion showing the payment of any other such Imposition. If by law any Imposition, at Mortgagor's option, may be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Mortgagor may elect to pay such Imposition in such installments and shall be responsible for the payment of such installments with interest, if any.

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