Seller’s Taxes. Seller has paid and/or shall bear, and shall defend, indemnify and hold Purchaser harmless from and against, any and all sales, use, value added, excise and other similar taxes (including excise-equivalent customs duty), and any and all taxes, fees, duties, interest, penalties, charges, invoices, claims, assessments and statements imposed or imposable by any federal, state, county, local, foreign or other governmental authority, entity or party arising from any purchase, sale, lease, delivery, transfer, possession, use, storage, operation, maintenance, consumption, or registration of the Aircraft prior to the Closing. In the event Purchaser receives written notice of any audit, claim, assessment or proposed assessment of any tax for which Seller may be responsible under this Article 7.1, Purchaser shall notify Seller within ten (10) Business Days thereof, and Seller and Purchaser shall reasonably cooperate to manage and/or defend any such audit, claim, assessment or proposed assessment.
Seller’s Taxes. Seller is responsible for: (1) payment of income taxes or similar taxes imposed on Seller’s revenues due to the sale of electricity under this Agreement; and (2) personal property taxes imposed on the System (“Seller’s Taxes”).
Seller’s Taxes. Seller is liable for and shall pay, or cause to be paid, or reimburse Buyer if Buyer has paid, all Taxes applicable to any transaction arising out of this Agreement at or prior to the Delivery Point on the sale of Energy, Capacity or Ancillary Services to Buyer. Seller shall indemnify, defend and hold harmless Buyer from any Claims for such Taxes applicable at or prior to the Delivery Point.
Seller’s Taxes. 5. Any Liability or obligation arising out of or in any way relating to or resulting from any product sold on or prior to the Effective Time (including any liability for product returns or for claims made for injury to person, damage to property or other damage, whether made in product liability, tort, breach of warranty or otherwise);
Seller’s Taxes. Seller shall pay all Taxes (excluding any Income Tax imposed on Buyer as a result of Buyer's activities causing Buyer to have a permanent establishment in the country where the Loading Port is situated) imposed or levied upstream of the Delivery Point by any Competent Authority on the sale, transportation and/or export of LNG sold under an Agreement, including all port charges, duties, fees, royalties, assessments, and any other charges or levies levied or imposed on the LNG Carrier in the country where the Loading Port is situated and in Pakistan, and shall reimburse Buyer for and hold Buyer harmless from and against any such Taxes and/or port charges, duties, fees, royalties, assessments, and any other charges or levies levied or imposed on the LNG Carrier, paid (or borne indirectly in the form of a withholding tax or otherwise) by Buyer (except those incurred solely due to the wilful misconduct of Buyer or the Terminal Operator).
Seller’s Taxes. Subject to Section 3.6, Seller is solely responsible for all income, gross receipts, ad valorem, personal property, or other similar taxes and any and all franchise fees or similar fees relating to Seller’s ownership of the System.
Seller’s Taxes. Seller shall pay when due (i) all capital, franchise, foreign, federal, state and local income Taxes with respect to ownership of the Acquired Assets prior to the Closing Date, (ii) subject to Paragraphs 5.1(d) and 5.1(e), all of Seller's income Taxes arising out of the transfer of the Acquired Assets from Seller to Buyer, and (iii) all rental, sale, use, goods and services, excise and personal property Taxes arising out of or relating to the Contracts which are attributed to any period ending on or prior to the Closing Date.
Seller’s Taxes. All of Seller's Taxes have been fully paid and discharged through the Effective Date and Seller has not received nor is in possession of any delinquency, past due or other similar notices of nonperformance from any federal, state or local taxing authorities.
Seller’s Taxes. (a) The Seller and each of its Subsidiaries: (i) has filed or will file, in accordance with all applicable laws, all Tax returns, statements, reports and forms (collectively, the "Returns") required to be filed by it with any Taxing Authority on or before the Closing Date (taking into account any extension of a required filing date) with respect to any Tax period ending on or before the Closing Date (a "Pre-Closing Tax Period"); (ii) will file all other Returns required to be filed by it when due (taking into account any extension of a required filing date); (iii) has timely paid all material Taxes shown as due and payable on the Returns that have been filed by it; (iv) has not been a member of an affiliated, consolidated, combined or unitary group; (v) has provided the Buyers or their representatives with any tax sharing agreements to which it is a party; and (vi) the Seller and each Subsidiary is not a United States real property holding corporation (a "USRPHC") within the meaning of section 897 of the Internal Revenue Code of 1986, as amended, nor has it been a USRPHC within 5 years of the date hereof.
Seller’s Taxes. (a) The Purchaser shall, within 90 days of the -------------- date hereof, provide the Seller with financial statements of the Company as of April 30, 1999 and for the four-month period then-ended (the "Short-Year Financials"). The Purchaser agrees to allow the Seller and his representatives reasonable access during business hours to obtain additional information for the purpose of preparing the Company's and Seller's 1998 tax returns, determining the Seller's 1998 tax and determining the Company's 1999 subchapter "S" short year taxable income for the period from January 1, 1999 to April 30, 1999 (the "Short-Year Taxable Income").
