Tax Escrow. In order to secure the performance and discharge of Mortgagor’s obligations under this Section 1.03, but not in lieu of such obligations, and to the extent Mortgagor is not required to pay such sums to the landlord under the Mortgaged Lease, Mortgagor, upon Collateral Agent’s request after the occurrence of and during the continuance of an Event of Default, will pay over to Collateral Agent an amount equal to one-twelfth (1/12th) of the next maturing annual ad valorem taxes, assessments and charges (which taxes, assessments and charges, for purposes of this paragraph, shall include without limitation water and sewer rents, and shall hereinafter be collectively called “Taxes”) of the nature described in Section 1.03(a) for each month that has elapsed since the last date to which the Taxes were paid; and Mortgagor will, in addition, upon Collateral Agent’s request, pay over to Collateral Agent together with each installment of the Obligations sufficient funds (as estimated from time to time by Collateral Agent in its sole discretion) to permit Collateral Agent to pay when due the Taxes. Upon Collateral Agent’s request, Mortgagor shall also deliver to Collateral Agent such additional monies as are required to make up any deficiencies in the amounts necessary to enable Collateral Agent to pay the Taxes. In such case, Collateral Agent must timely pay the Taxes or return the additional monies to Mortgagor to allow Mortgagor to pay such Taxes. Such deposits shall not be, nor be deemed to be, trust funds but may be commingled with the general funds of Collateral Agent, and no interest shall be payable in respect thereof. Upon the occurrence of an Event of Default, Collateral Agent may apply to the reduction of the Obligations secured hereby, in such manner as Collateral Agent shall determine, any amount under this Section 1.03(d) remaining to Mortgagor’s credit.
Tax Escrow. Upon occurrence and continuance of any Event of Default, or if Mortgagor fails to provide Mortgagee with proof of payment within thirty (30) days after the due date of any such taxes, Mortgagor shall pay to the Mortgagee, together with, and in addition to, the monthly installments of interest provided in the Note, on the date provided for the first payment of interest in the Note and on the first day of each month thereafter until the Note has been fully paid, a sum equal to one-twelfth (1/12) of the yearly real property taxes assessed against the Mortgaged Property as estimated by the Mortgagee (in the exercise of its reasonable discretion). The Mortgagee shall hold said sums in a non-interest-bearing account, in trust, to pay said taxes in the manner and to the extent permitted by law when the same become due and payable in each year. If the total payments made by the Mortgagor to the Mortgagee on account of said taxes up to the time when the same become due and payable, shall exceed the amount of payment for said taxes actually made by the Mortgagee, such excess shall be credited by the Mortgagee on the next subsequent payment or payments to become due from the Mortgagor to the Mortgagee on account of said taxes. If, however, said payments shall not be sufficient to pay said taxes when the same become due and payable, then the Mortgagor agrees to pay to the Mortgagee the amount necessary to make up the deficiency upon demand by the Mortgagee. At any time after the occurrence and during the continuance of any Event of Default (as hereinafter defined), the Mortgagee may, at its option, apply the balance remaining of the sums so accumulated as a credit against the principal or accrued and unpaid interest of the Note, or both.
Tax Escrow. (a) Simultaneously with the Closing, if the Specified Tax Liability Condition has not been satisfied, the Tax Escrow Amount shall be withheld from the Closing Date Merger Consideration otherwise payable in respect of the Common Shares, Warrants and Stock Appreciation Rights and deposited by Parent into a separate account (the "Tax Escrow Account") with the Escrow Agent, pursuant to the Escrow Agreement. The Escrow Agent shall hold the Tax Escrow Fund and all interest and other amounts earned thereon in escrow pursuant to the Escrow Agreement. The amount so withheld from each Equityholder shall be equal to (i) the Tax Escrow Amount multiplied by (ii) such Equityholder's Applicable Percentage as set forth on Final Schedule I. The Tax Escrow Fund shall be distributed in accordance with this Section 2.16 and the terms of the Escrow Agreement.
(b) Each of the parties hereto has determined that all the parties hereto share certain common interests in defending against the Pending Tax Claims. The Company shall, and shall cause the Company Subsidiaries to, use commercially reasonable efforts to satisfy in full the Specified Tax Liability Condition prior to Closing. The Company, at its sole expense (and any such expenses shall in no case be included in the definition of Specified Tax Liabilities), shall control (in its sole discretion) the defense, negotiation, compromise, and settlement of the Pending Tax Claims prior to the Closing, subject to the other requirements of this Section 2.16; provided, that Parent's prior written consent (not to be unreasonably withheld, delayed or conditioned) shall be required prior to the Company or any Company Subsidiary abandoning, compromising, settling or otherwise satisfying the Pending Tax Claims prior to Closing if the Specified Tax Liability Condition will not be satisfied prior to Closing. The Company shall use commercially reasonable efforts to provide regular updates to Parent on the status of the Pending Tax Claims as well as promptly provide copies of all emails, correspondence or other documentation received from, or provided to, the IRS or any Governmental Entity in connection with the Pending Tax Claims.
(c) Following the Closing, Parent and the Surviving Company shall provide to the Equityholder Representative prompt written notice of any written or oral communications from the IRS or any Governmental Entity related to the Specified Tax Liabilities; provided that any written communication relating both to the Speci...
Tax Escrow. If directed by Bank in writing, Mortgagor shall, in order to secure the performance and discharge of Mortgagor’s obligations under this Section 1.4, but not in lieu of such obligations, deposit with Bank on the first day of each calendar month throughout the term of the Loan, deposits, in amounts set by Bank from time to time by written notice to Mortgagor, in order to accumulate funds sufficient to permit Bank to pay all annual ad valorem taxes, assessments and charges of the nature described in Section 1.4.1 at least thirty (30) days prior to the date or dates on which they shall become delinquent. The taxes, assessments and charges for purposes of this Section 1.4.3 shall, if Bank so elects, include, without limitation, water and sewer rents. Mortgagor shall procure and deliver to Bank when issued all statements or bills for such obligations. Upon demand by Bank, Mortgagor shall deliver to Bank such additional monies as are required to satisfy any deficiencies in the amounts necessary to enable Bank to pay such taxes, assessments and similar charges thirty (30) days prior to the date they become delinquent. Bank shall pay such taxes, assessments and other charges as they become due to the extent of the funds on deposit with Bank from time to time and provided Mortgagor has delivered to Bank the statements or bills therefor. In making any such payments, Bank shall be entitled to rely on any xxxx issued in respect of any such taxes, assessments or charges without inquiry into the validity, propriety or amount thereof and whether delivered to Bank by Mortgagor or otherwise obtained by Bank. Any deposits received pursuant to this Section 1.4.3 shall not be, nor be deemed to be, trust funds, but may be commingled with the general funds of Bank and Bank shall have no obligation to pay interest on amounts deposited with Bank pursuant to this Section 1.4.3. If any Event of Default occurs, any part or all of the amounts then on deposit or thereafter deposited with Bank under this Section 1.4.3 may at Bank’s option be applied to payment of Borrower’s Liabilities in such order as Bank may determine.
Tax Escrow. The Borrowers shall deposit monthly with the Administrative Agent or the Administrative Agent’s designee, a sum of money equal to equal to one twelfth (1/12th) of the annual charges for real estate taxes, assessments and impositions relating to the Facilities as reasonably estimated by Administrative Agent. On the Restatement Date, the Borrowers shall deposit with the Administrative Agent a sum of money which together with such monthly installments will be sufficient to make such tax payments thirty (30) days prior to the date any delinquency or penalty becomes due. Provided sufficient funds are available in the foregoing tax reserve, Administrative Agent shall use such funds to pay real estate taxes, assessments and impositions relating to the Facilities prior to the date same are due, and any obligations of the Borrowers hereunder to pay same shall be deemed satisfied if sufficient funds to pay same are in such reserve.
Tax Escrow. In order to secure the performance and discharge of Grantor’s obligations under this Section 1.04, but not in lieu of such obligations, Grantor, upon Collateral Agent’s request after the occurrence of and during the continuance of an Event of Default, will pay over to Collateral Agent an amount equal to one-twelfth (1/12th) of the next maturing annual ad valorem taxes, assessments and charges (which taxes, assessments and charges, for purposes of this paragraph, shall include without limitation water and sewer rents, and shall hereinafter be collectively called “Taxes”) of the nature described in Section 1.04(a) for each month that has elapsed since the last date to which the Taxes were paid; and Grantor will, in addition, upon Collateral Agent’s request, pay over to Collateral Agent together with each installment of the Obligations sufficient funds (as estimated from time to time by Collateral Agent in its sole discretion) to permit Collateral Agent to pay when due the Taxes. Upon Collateral Agent’s request, Grantor shall also deliver to Collateral Agent such additional monies as are required to make up any deficiencies in the amounts necessary to enable Collateral Agent to pay the Taxes. In such case, Collateral Agent must timely pay the Taxes or return the additional monies to Grantor to allow Grantor to pay such Taxes. Such deposits shall not be, nor be deemed to be, trust funds but may be commingled with the general funds of Collateral Agent, and no interest shall be payable in respect thereof. Upon the occurrence of an Event of Default, Collateral Agent may apply to the reduction of the Obligations secured hereby, in such manner as Collateral Agent shall determine, any amount under this Section 1.04(d) remaining to Grantor’s credit.
Tax Escrow. The amount of any personal property, ad valorem, sales, use, transfer, recording or similar Tax liability, or any other Taxes required to be withheld by any taxing authority, relating to the Purchased Assets for which Seller and the Assigning Subsidiaries are responsible pursuant to Section 2.5 and Section 5.3(c)(i) and which are unpaid or not yet due and payable as of the Closing Date shall be estimated in good faith by the mutual agreement of Seller and Purchaser and a portion of the Purchase Price which is no less than such amount shall be put by Seller into escrow at Closing and such amount shall be held and used for the sole purpose of discharging and releasing any such Taxes with respect to the Purchased Assets pursuant to Section 5.13; provided, however that if Purchaser and Seller have not agreed on the portion of the Purchase Price to be deposited into escrow pursuant to this Section 2.6 at least three (3) Business Days prior to the Closing, such dispute will be resolved by KPMG LLP or any other public accounting firm with nationally accepted auditing experience as mutually agreed upon by Purchaser and Seller. The escrow to be established pursuant to this Section 2.6 shall be established pursuant to, an escrow agreement mutually acceptable to Purchaser or Seller or such other arrangement as may be mutually agreed by Purchaser and Seller prior to the Closing. The escrow shall not include any unpaid Taxes which are reimbursable or payable by an Obligor under any Purchased Financing Contract except to the extent that the relevant member of the Seller Group previously collected such Taxes from the Obligor.
Tax Escrow. Pursuant to an escrow agreement (the "Escrow Agreement") to be entered into by UCC with an escrow agent (the "Escrow Agent") selected mutually by UCC and IP, UCC shall, immediately prior to the Effective Time, deposit in an account (the "Escrow Account") with the Escrow Agent funds sufficient in the aggregate to pay any Transfer Taxes (as defined herein) attributable to the Merger. Upon certification by UCC, these funds will be released from the Escrow Account, (i) to pay any Transfer Taxes that become payable under any applicable state, local, foreign or provincial law, or (ii) to UCC, upon UCC's reasonable determination and certification that UCC's obligations in respect of the amounts specified above in this Section 3.03(h) have at such time been fully satisfied. The Escrow Agreement shall permit the Escrow Agent to invest the funds in the Escrow Account as directed by UCC. The Escrow Agreement shall be, in form and substance, reasonably acceptable to IP.
Tax Escrow. The Sellers and Purchaser agree to escrow on the Closing Date from the proceeds of Closing, the sum of Eight Hundred Twenty-Five Thousand Dollars ($825,000) (the “Tax Escrow”). The Tax Escrow will be released proportionately to the Sellers as they file and pay any and all tax returns and/or tax obligations plus interest and penalties of the Sellers not previously filed and/or paid by the Sellers for periods on or prior to the Closing Date. The Purchaser will have the opportunity to review and confirm the tax returns and tax payments within thirty (30) days before any Tax Escrow is released. If the Purchaser pays any outstanding tax obligations on behalf of the Sellers for periods on or prior to the Closing Date, a portion of the Tax Escrow commensurate with the tax obligations paid by Purchaser will be released to the Purchaser. The Sellers will have the opportunity to review and confirm the tax payments within thirty (30) days before any Tax Escrow is released to the Purchaser. Other than amounts and time periods as provided in this Section 6.13, such Tax Escrow shall generally be consistent with the terms and conditions of the Deposit escrow as identified in Section 2.6(a). The term of the Tax Escrow shall be twenty (24) months subsequent to Closing (the “Tax Escrow Period”). If at the end of the Tax Escrow Period there are any funds remaining in the Tax Escrow, such remaining funds shall be distributed to the Sellers; provided, however, if the Sellers fail to file and pay any tax returns and/or tax obligations not previously filed and/or paid by the Sellers for periods on or prior to the Closing Date, at the end of the Tax Escrow Period, if there are any funds remaining in the Tax Escrow, such remaining funds shall be distributed to the Purchaser.
Tax Escrow. Lender shall require Borrower to deposit monthly in escrow, without interest, 1/12th of the annual real estate taxes, water and sewer charges and assessments, as estimated by Lendxx. Xx initial escrow deposit with respect to the foregoing taxes, charges and assessments will be collected from Borrower at closing in order to establish an escrow to enable Lender to make such payments to the appropriate taxing authority when due.
