Taxes 100 Sample Clauses

Taxes 100. Section 11.2. Mitigation Obligations; Replacement of Lenders 104 Section 11.3. Notices 105 Section 11.4. Amendments, Waivers and Consents 108 Section 11.5. Expenses; Indemnity 110 Section 11.6. Right of Setoff 112 Section 11.7. Governing Law; Jurisdiction, Etc 113 Section 11.8. Waiver of Jury Trial 114 Section 11.9. Reversal of Payments 114 Section 11.10. Injunctive Relief 114 Section 11.11. Successors and Assigns; Participations 114 Section 11.12. Treatment of Certain Information; Confidentiality 119 Section 11.13. Sharing of Payments by Lenders 120 Section 11.14. Performance of Duties 120 Section 11.15. All Powers Coupled with Interest 120 Section 11.16. Survival 120 Section 11.17. Titles and Captions 121 Section 11.18. Severability of Provisions 121 Section 11.19. Counterparts; Integration; Effectiveness; Electronic Execution 121 Section 11.20. Term of Agreement 121 Section 11.21. USA Patriot Act 121 Section 11.22. Independent Effect of Covenants 122 Section 11.23. Inconsistencies with Other Documents; Intercreditor Agreement 122 Section 11.24. Lender’s Obligations Several 122 Section 11.25. Excess Interest 123 Section 11.26. Construction 123 Section 11.27. Subordination 123 Section 11.28. Acknowledgement and Consent to Bail‑In of EEA Financial Institutions 124 Section 11.29. Press Releases, etc. 124 Section 11.30. Amendment and Restatement 124 Section 11.31 Non-Consenting Lenders; Equalization 125 Signature Pages S‑1 Exhibit A — Reserved Exhibit B — Notice of Continuation/Conversion Exhibit C — Note Exhibit D — Officer’s Compliance Certificate Exhibit E — Assignment and Assumption Exhibit F — Subordination Terms Schedule 1 — Loans Schedule 1.1(a) — Immaterial Subsidiaries Schedule 1.1(b) — Retail Store Subsidiaries Schedule 5.1 — Jurisdictions of Organization Schedule 5.2 — Ownership Schedule 5.6 — Tax Returns and Payments Schedule 5.9 — Employee Benefit Matters Schedule 5.12 — Material Contracts; Customers and Suppliers Schedule 5.13 — Employee Relations Schedule 5.18 — Title to Properties Schedule 5.26 — Insurance Schedule 6.14(d) — Real Property Collateral Schedule 6.23 — Post‑Closing Matters Schedule 7.1 — Indebtedness Schedule 7.2 — Liens Schedule 7.3 — Investments Schedule 7.7 — Transactions with Affiliates -v- Amended and Restated Second Lien Credit Agreement This Amended and Restated Second Lien Credit Agreement is entered into as of March 7, 2018, by and among Turning Point Brands, Inc., a Delaware corporation (the “Borrower”), the direct and ...
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Taxes 100. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 103 Section 2.19 Mitigation Obligations; Replacement of Lenders 105 Section 2.20 Illegality 106 Section 2.21 Incremental Commitments 106 Section 2.22 Defaulting Lender 115 ARTICLE III REPRESENTATIONS AND WARRANTIES 117 Section 3.01 Organization; Powers 117 Section 3.02 Authorization 117 Section 3.03 Enforceability 118 Section 3.04 Governmental Approvals 118 Section 3.05 Financial Statements 118 Section 3.06 No Material Adverse Effect 118 Section 3.07 Title to Properties; Possession Under Leases 118 Section 3.08 Subsidiaries 119 Section 3.09 Litigation; Compliance with Laws 119
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Taxes 100. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 103 Section 2.19 Mitigation Obligations; Replacement of Lenders 106 Section 2.20 Illegality 107 Section 2.21 Defaulting Lenders 108 Section 2.22 Facility Increases 110 Section 2.23 Bank Products and Swap Agreements 113 Section 2.24 Protective Advances 114
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Taxes 100. SECTION 2.18 Payments Generally; Pro Rata Treatment; Sharing of Setoffs 103 SECTION 2.19 Mitigation Obligations; Replacement of Lenders 104 SECTION 2.20 Incremental Credit Extensions 105 SECTION 2.21 Refinancing Amendments 108 SECTION 2.22 Defaulting Lenders 109 SECTION 2.23 Illegality 111 SECTION 2.24 Loan Modification Offers 111
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Taxes 100. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 104 Section 2.19 Mitigation Obligations; Replacement of Lenders 105
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Related to Taxes 100

  • Taxes, Etc Any taxes, fees and expenses in connection with the purchase and registration under the Buyers’ flag shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account.

  • Taxes and Tax Returns (a) For purposes of this Section 3.9, Edify shall include Edify and each Edify Subsidiary and any other affiliated or related corporation or entity if Edify or any Edify Subsidiary has or could have any material liability for the Taxes of such corporation or entity. Edify has duly filed all Tax Returns required to be filed by it on or before the date hereof (all such returns being accurate and complete in all material respects) and has duly paid or made provision in the financial statements referred to in Sections 3.5 and 6.8 hereof in accordance with GAAP for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by Taxing Authorities on or before the date hereof other than Taxes (a) that (x) are not yet delinquent or (y) are being contested in good faith and set forth in Section 3.9 of the Edify Disclosure Schedule and (b) that have not been finally determined. The charges, accruals, and reserves with respect to Taxes in the financial statements referred to in Sections 3.5 and 6.8 are adequate (determined in accordance with GAAP) and are at least equal to its liability for Taxes. There exists no proposed tax assessment against Edify except as disclosed in the financial statements referred to in Sections 3.5 and 6.8 hereof in accordance with GAAP. No consent to the application of Section 341(f)(2) of the Code has been filed with respect to any property or assets held, acquired, or to be acquired by Edify. All Taxes that Edify is or was required to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Taxing Authority. All liability with respect to the Tax Returns of Edify has been satisfied for all years to and including 1998. No Taxing Authority has notified Edify of, or otherwise asserted, that there are any material deficiencies with respect to the Tax Returns of Edify subsequent to 1994. There are no material disputes pending, or claims asserted, for Taxes or assessments of Edify, nor has Edify given or been requested to give any currently effective waiver extending the statutory period of limitation applicable to any Tax Return. In addition, Tax Returns that are accurate and complete in all material respects have been filed by Edify for all periods for which returns were due with respect to income and employment tax withholding with respect to wages and other income and the amounts shown on such Tax Returns to be due and payable have been paid in full or adequate provision therefor in accordance with GAAP has been included by Edify in the financial statements referred to in Sections 3.5 and 6.8 hereto. All Edify Tax Returns have been examined by the relevant Taxing Authorities, or closed without audit by applicable statutes of limitations, and all deficiencies proposed as a result of such examinations have been paid or settled, for all periods before and including the taxable year ended December 31, 1994. Edify has provided or made available to S1 complete and correct copies of its Tax Returns and all material correspondence and documents, if any, relating directly or indirectly to Taxes for each taxable year or other relevant period as to which the applicable statute of limitations has not run on the date hereof. For this purpose, "correspondence and documents" include, without limitation, amended Tax Returns, pending claims for refunds, notices from Taxing Authorities of proposed changes or adjustments to Taxes or Tax Returns that have not been finally resolved, consents to assessment or collection of Taxes, acceptances of proposed adjustments, closing agreements, rulings and determination letters and requests therefor, and all other written communications to or from Taxing Authorities relating to any material Tax liability of Edify. (b) For purposes of this Agreement:

  • Ad Valorem Taxes Prior to delinquency, Tenant shall pay all taxes and assessments levied upon trade fixtures, alterations, additions, improvements, inventories and personal property located and/or installed on or in the Premises by, or on behalf of, Tenant; and if requested by Landlord, Tenant shall promptly deliver to Landlord copies of receipts for payment of all such taxes and assessments. To the extent any such taxes are not separately assessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced by Landlord.

  • Taxes and Assessments; Tax Indemnity The Company shall (a) file all tax returns and appropriate schedules thereto that are required to be filed under applicable law, prior to the date of delinquency, (b) pay and discharge all taxes, assessments and governmental charges or levies imposed upon the Company, upon its income and profits or upon any properties belonging to it, prior to the date on which penalties attach thereto, and (c) pay all taxes, assessments and governmental charges or levies that, if unpaid, might become a lien or charge upon any of its properties; provided, however, that the Company in good faith may contest any such tax, assessment, governmental charge or levy described in the foregoing clauses (b) and (c) so long as appropriate reserves are maintained with respect thereto.

  • TAXES/FEES Contractor promptly shall pay all applicable taxes on its operations and activities pertaining to this Contract. Failure to do so shall constitute breach of this Contract. Unless otherwise agreed, Purchaser shall pay applicable sales tax imposed by the State of Washington on purchased Goods and/or Services. Contractor’s invoices shall separately state (a) taxable and non-taxable charges and (b) sales/use tax due by jurisdiction. In regard to federal excise taxes, Contractor shall include federal excise taxes only if, after thirty (30) calendar days written notice to Purchaser, Purchase has not provided Contractor with a valid exemption certificate from such federal excise taxes.

  • Taxes and Returns (a) Each Target Company has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

  • Taxes and Governmental Charges The Borrower has filed all tax returns and reports required to be filed and has paid all taxes, assessments, fees and other governmental charges levied upon them or upon their respective property or income which are due and payable, including interest and penalties, or have provided adequate reserves for the payment thereof.

  • Taxes and Charges Contractor shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the Contractor’s business.

  • Payment of Taxes and Assessments The lessee shall pay prior to delinquency all taxes and assessments accruing against the leasehold.

  • Taxes and Assessments As of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, all taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgaged Property that became due and owing prior to the Cut-off Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon.

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