Seller’s Taxes Sample Clauses
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. Subject to Section 3.7, 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. 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 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. (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.
(b) The Seller represents further that (i) the charges, accruals and reserves for Taxes reflected on the Balance Sheet (excluding any provision for deferred income taxes) are adequate to cover the Tax liabilities of the Seller and its Subsidiaries accruing through the date thereof; (ii) all state sales and use Tax Returns, all state income or franchise Tax Returns, and all other Returns filed with respect to Tax years of the Seller and its Subsidiaries through the Tax year ended December 31, 1995, have been examined and closed or are Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired; (iii) none of the Seller or any of its Subsidiaries is delinquent in the payment of any Tax or has requested any extension of time within which to file any Return and, has not yet filed such Return; (iv) none of the Seller or any of its Subsidiaries (or any member of any affiliated, consolidated, combined or unitary group of which the Seller or any of its Subsidiaries is or has been members) has been granted any extension or waiver of the statute of limitations period applicable to any Return, which period (after giving effect to such extension or waiver) has not yet expired; (v) there is no claim, audit, action, suit, proceeding, or investigation now pending or threatened against...
Seller’s Taxes. The Buyer shall indemnify each Seller for certain Transaction Taxes (as hereinafter defined) paid or payable by each Seller. The Buyer agrees to pay such amounts including a tax gross-up calculated to put the Sellers in the same position on an after-tax basis as they would have been in had they sold stock and no Section 338(h)(10) election were made, taking into account any taxes payable by the Sellers attributable to payments made pursuant to this Section 2.8
Seller’s Taxes. The Sellers shall pay all Taxes required to be paid by them in accordance with applicable law and this Agreement.
Seller’s Taxes. Each Seller has included on his Tax Returns the income allocated to such Seller on the Company's Tax Returns filed for all years in which the Company's "S" election was in effect.
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.