State and Local Income and Franchise Taxes. With respect to state and local income and franchise tax benefits and detriments in any jurisdictions that have consolidated, combined or unitary tax regimes, the GM Investor and the Company shall have similar payment obligations to each other, under the same principles, as the payment obligations for U.S. federal income tax benefits and detriments described in paragraphs (b), (c) and (d) of this Section 4.03; provided, that no such payment with respect to Other Tax Credits will be required unless and until such Other Tax Credits generated by the Company and its Subsidiaries exceed, in the aggregate, taking into account any Other Tax Credits referenced in Section 4.03(b)(ii), $12,000,000 with respect to any calendar year.

State and Local Income and Franchise Taxes a. In the case of any taxable year for which a consolidated income or franchise tax return is filed with any state or local jurisdiction, which return includes any member of ALH and Subsidiaries, ALH shall pay to AMHC the proportionate share of any taxes reported on such return, and AMHC shall pay to ALH the proportionate share of any tax benefits from losses reported on such return, attributable to ALH and Subsidiaries computed in a manner consistent with the principles set forth in Sections 4 and 7 of this Agreement. The principles set forth in Sections 2, 6, 8, 9 and 10 shall also be applicable to state and local income and franchise tax returns. b. If the state income or franchise tax liability of AMHC or any one or more of its direct or indirect subsidiaries (other than ALH and Subsidiaries) is determined by reference to the income, loss, assets, expenses, or activities of any member of ALH and Subsidiaries: (i) ALH shall cause a payment to be made to AMHC equal to the amount of state tax liability (determined on a with and without basis) attributable to the income, loss, assets, expenses, or activities of that member or members of ALH and Subsidiaries; (ii) AMHC shall cause a payment to be made to ALH equal to the amount, if any, by which the State income tax liability of AMHC and its subsidiaries (determined on a with and without basis) is reduced by the income, loss, assets, or activities of that member or members of ALH and Subsidiaries; and (iii) All such computations shall be netted, such that a payment shall be made to or from ALH only to the extent that the activities of it and all of its subsidiaries has resulted in a net increase or decrease in the state income or franchise tax liability of AMHC and all of its subsidiaries. Such payments shall be adjusted to reflect any examination adjustments or amended returns consistent with the principles set forth in Section 8. c. Principles similar to those set forth in Section 11(b) shall apply if the state income or franchise tax liability of any member of ALH and Subsidiaries is determined by reference to the income, loss, assets, expenses, or activities of AMHC or one or more of its direct or indirect subsidiaries (other than ALH and Subsidiaries). d. In the event that the State income or franchise tax liability of AMHC or one or more of its subsidiaries (other than ALH and Subsidiaries) is determined with reference to the amount of any dividend or similar distribution made by ALH with respect to i...

State and Local Income and Franchise Taxes. 1. The principles expressed with respect to the Combined Consolidated Group federal income tax matters in Articles I through III shall apply with equal force to state and local income and franchise tax matters, including the preparation and filing of state and local income tax and franchise tax returns by the Combined Consolidated Group. 2. Any interest charge required to be paid by or to TTC pursuant to this Agreement with respect to any state or local income or franchise tax return shall be computed at the rate and in the manner as provided under the applicable state or local statute for interest on underpayments and overpayments of such tax tor the relevant period.

State and Local Income and Franchise Taxes a. state or local jurisdiction, which return includes any member of NBHI and Subsidiaries, NBHI shall pay to BEI the proportionate share of any taxes reported on such return attributable to NBHI and Subsidiaries computed in a manner consistent with the principles set forth in Section 4 of this Agreement. The principles set forth in Sections 2, 5, 6, 7 and 8 shall also be applicable to state and local income and franchise tax returns. b. If the state income or franchise tax liability of BEI or any one or more of its direct or indirect subsidiaries (other than NBHI and Subsidiaries) is determined by reference to the income, loss, assets, expenses, or activities of any member of NBHI and Subsidiaries: (i) NBHI shall cause a payment to be made to BEI equal to the amount, if any, by which the State tax liability of BEI and Subsidiaries (determined on a with and without basis) is increased because of the income, loss, assets, expenses, or activities of that member or members of NBHI and Subsidiaries; (ii) BEI shall cause a payment to be made to NBHI equal to the amount, if any, by which the State tax liability of BEI and Subsidiaries (determined on a with and without basis) is reduced because of the income, loss, assets, expenses, or activities of that member or members of NBHI and Subsidiaries; and (iii) Such payments shall be adjusted to reflect any examination adjustments or amended returns consistent with the principles set forth in Section 6. c. Principles similar to those set forth in Section 9(b) shall apply if the state income or franchise tax liability of any member of NBHI and Subsidiaries is determined by reference to the income, loss, assets, expenses, or activities of BEI or one or more of its direct or indirect subsidiaries (other than NBHI and Subsidiaries). d. No state income or franchise tax return or report shall be made on a basis that combines or consolidates the income of any member of NBHI and Subsidiaries with any member of BEI and Subsidiaries, unless such combined reporting has been 52 - 8 - approved by the boards of directors of both BEI and NBHI or has been determined to be required by the taxing authority of the state in which such return or report is filed. e. NBHI agrees to pay all state taxes that arise from the transfer of assets of the Pharmacy Subsidiaries to NBHI and Subsidiaries in connection with the restructuring related to the Distribution.

State and Local Income and Franchise Taxes. To the extent that Parent and the Members file consolidated or combined state tax returns, the consolidated or combined tax liability shall be allocated and paid in a manner comparable to the provisions of this Agreement with respect to the Group Federal income tax liability. All references to Federal income taxes shall be considered to apply in a similar manner to state income taxes for those states where Parent and the Members join in the filing of consolidated or combined state tax returns.

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Federal, State and Local Taxes Unless otherwise specified, the proposal price shall include all applicable federal, state and local taxes. Contractor shall pay all taxes lawfully imposed on it with respect to any product or service delivered in accordance with this Agreement. City is exempt from state sales or use taxes and federal excise taxes for direct purchases. These taxes shall not be included in the Agreement. Upon request, City shall provide to the Contractor a certificate of tax exemption. City makes no representation as to the exemption from liability of any tax imposed by any governmental entity on the Contractor.
Franchise Fees As compensation for the Franchise granted to the Company, the City shall receive payment of a total annual fee of three (3) percent of gross receipts per year from the Company's sale of electricity to electric-consuming entities inside the City's corporate limits; provided, however, that such fee shall be payable by the Company only if and to the extent the Company is authorized by the Kentucky Public Service Commission (or its successor) to pass through such fee to the entities served by it inside the City's corporate limits; and provided further, the City shall provide the Company a list, in electronic format, of all electric-consuming entities within the City limits that are to be served by the Company, which list shall be updated annually.
REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS (a) Because the Entire Property (of which the Property is a part) is subject to a triple net lease (as further set forth in paragraph 11(a)(i), the parties acknowledge that there shall be no need for a real estate tax proration. However, Seller represents that to the best of its knowledge, all real estate taxes and installments of special assessments due and payable in all years prior to the year of Closing have been paid in full. Unpaid real estate taxes and unpaid levied and pending special assessments existing on the date of Closing shall be the responsibility of Buyer and Seller in proportion to their respective Tenant in Common interests, pro-rated, however, to the date of closing for the period prior to closing, which shall be the responsibility of Seller if Tenant shall not pay the same. Seller and Buyer shall likewise pay all taxes due and payable in the year after Closing and any unpaid installments of special assessments payable therewith and thereafter, if such unpaid levied and pending special assessments and real estate taxes are not paid by any tenant of the Entire Property. (b) All income and all operating expenses from the Entire Property shall be prorated between the parties and adjusted by them as of the date of Closing. Seller shall be entitled to all income earned and shall be responsible for all expenses incurred prior to the date of Closing, and Buyer shall be entitled to its proportionate share of all income earned and shall be responsible for its proportionate share of all operating expenses of the Entire Property incurred on and after the date of closing.
Transfer Fees and Taxes If any of the Common Shares subscribed for are to be issued to a person or persons other than the Registered Warrantholder, the Registered Warrantholder shall execute the form of transfer and will comply with such reasonable requirements as the Warrant Agent may stipulate and will pay to the Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation will not be required to issue or deliver certificates evidencing Common Shares unless or until such Warrantholder shall have paid to the Corporation or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.
Taxes and Tax Returns (a) Each of Home and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns that were required to be filed by it, and all such Tax Returns are true, correct and complete in all material respects. Neither Home nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of Home and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid other than Taxes that have been reserved or accrued on the balance sheet of Home or its Subsidiaries or which Home and/or its Subsidiaries is contesting in good faith. Each of Home and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party. Neither Home nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Home and its Subsidiaries for all years to and including 2008 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither Home nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any Tax of Home and its Subsidiaries or the assets of Home and its Subsidiaries. Home has made available to Cascade true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither Home nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Home and its Subsidiaries). Neither Home nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Home) or (ii) has any liability for the Taxes of any person (other than Home or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither Home nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither Home nor any of its Subsidiaries has participated in a listed transaction within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (or any predecessor provision), and neither Home nor any of its Subsidiaries has been notified of, or to the knowledge of Home or its Subsidiaries has participated in, a transaction that is described as a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has Home been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. There are no Liens for Taxes upon the assets of Home or any of its Subsidiaries other than Liens for current Taxes not yet due and payable. As of the date hereof, neither Home nor its Subsidiaries has knowledge of any conditions which exist or which may fail to exist that might prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. No claim has ever been made by any Governmental Entity in a jurisdiction where Home or a Home Subsidiary does not file Tax Returns that Home or such Subsidiary is or may be subject to taxation by that jurisdiction. Neither Home nor any of its Subsidiaries has filed an election under Section 338(g) or 338(h)(10) of the Code. Neither Home nor any of its Subsidiaries has agreed, nor is it required, to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise that will affect its liability for Taxes. (b) As used in this Agreement, the term “Tax” or “Taxes” means all federal, state, local and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon.
Compliance with Federal, State and Local Laws a. The Grantee and all its agents shall comply with all federal, state and local regulations, including, but not limited to, nondiscrimination, wages, social security, workers’ compensation, licenses, and registration requirements. The Grantee shall include this provision in all subcontracts issued as a result of this Agreement. b. No person, on the grounds of race, creed, color, religion, national origin, age, gender, or disability, shall be excluded from participation in; be denied the proceeds or benefits of; or be otherwise subjected to discrimination in performance of this Agreement. c. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. d. Any dispute concerning performance of the Agreement shall be processed as described herein. Jurisdiction for any damages arising under the terms of the Agreement will be in the courts of the State, and venue will be in the Second Judicial Circuit, in and for Leon County. Except as otherwise provided by law, the parties agree to be responsible for their own attorney fees incurred in connection with disputes arising under the terms of this Agreement.
Real Estate and Personal Property Taxes A. Except as specifically set forth in Section 4.07.B below, all real estate and personal property taxes, levies, assessments (including special assessments (regardless of when due or whether they are paid as a lump sum or in installments over time) imposed because of facilities that are constructed by or on behalf of the assessing jurisdiction (for example, roads, sidewalks, sewers, culverts, etc.) which directly benefit the Hotel (regardless of whether or not they also benefit other buildings)), “Impact Fees” (regardless of when due or whether they are paid as a lump sum or in installments over time) which are required of Owner as a condition to the issuance of zoning variances or building permits, and similar charges on or relating to the Hotel (collectively, “Impositions”) during the Term shall be paid by Manager from Gross Revenues, before any fine, penalty, or interest is added thereto or lien placed upon the Hotel or upon this Agreement, unless payment thereof is in good faith being contested and enforcement thereof is stayed. Any such payments shall be Deductions in determining Operating Profit. Owner shall, within five (5) days after receipt, furnish Manager with copies of official tax bills and assessments which it may receive with respect to the Hotel. Either Landlord or Owner may, and at Owner’s request Manager shall, initiate proceedings to contest any negotiations or proceedings with respect to any Imposition, and all reasonable costs of any such contest shall be paid from Gross Revenues and shall be a Deduction in determining Operating Profit. Manager shall, as part of its contest or negotiation of any Imposition, be entitled, on Owner’s behalf, to waive any applicable statute of limitations in order to avoid paying the Imposition during the pendency of any proceedings or negotiations with applicable authorities. Notwithstanding anything contained herein to the contrary, at Owner’s option (i) Manager shall establish an escrow account in the name of Owner in a bank or banks designated by Manager with the concurrence of Owner and shall deposit monthly into such account from Gross Revenues an amount that Manager reasonably estimates shall be sufficient to pay the Impositions, in which case Manager shall pay the Impositions from funds in the escrow account as and when the Impositions become due (and Owner shall promptly deposit into the escrow account any deficiency if the estimated monthly payments are not sufficient to pay all of the Impositions) or (ii) the amounts that would otherwise be deposited into such escrow account shall be included in the Operating Profit, not deducted from Gross Revenues and shall be distributed in cash to Owner along with the remainder of the Owner’s Priority. If Owner elects to retain such amounts pursuant to clause (ii) above, Manager shall accrue such amounts as a reserve on the accounting records of the Hotel, and Owner shall fund the same as and when the Impositions become due, but such accrued and unfunded amounts shall be deducted from Gross Revenues for purposes of calculating the Incentive Management Fee. In addition, if any Mortgagee requires the establishment of an escrow account with respect to the Impositions, Manager shall comply with such requirements.
State of Texas Franchise Tax By signature hereon, Vendor hereby certifies that Vendor is not currently delinquent in the payment of any franchise taxes owed to the State of Texas under Chapter 171 of the Texas Tax Code.
Closing Date and Location The Transaction will be completed at 10:00 a.m. (Pacific time) on the Closing Date, at the offices of the Purchaser’s Solicitors, or at such other location and time as is mutually agreed to by the Purchaser and the Target. Notwithstanding the location of the Closing, each party agrees that the Closing may be completed by the exchange of undertakings between the respective legal counsel for the Purchaser and the Target, provided such undertakings are satisfactory to each party’s respective legal counsel.
Sales and Transfer Taxes Seller and Purchaser shall be equally responsible for the payment of all transfer, recording, documentary, stamp, sales, use (including all bulk sales Taxes) and other similar Taxes and fees (collectively, the “Transfer Taxes”), that are payable or that arise as a result of the P&A Transaction, when due. Seller shall file any Tax Return that is required to be filed in respect of Transfer Taxes described in this Section 8.3 when due, and Purchaser shall cooperate with respect thereto as necessary.

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