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Taxes 100 Sample Clauses

Taxes 100. Section 3.10 ERISA 100 Section 3.11 Disclosure 100 Section 3.12 Subsidiaries 100 Section 3.13 Insurance 101 Section 3.14 Labor Matters 101 Section 3.15 Solvency 101 Section 3.16 Security Interests 101 Section 3.17 No Filing or Stamp Taxes 103 Section 3.18 [Reserved] 103 Section 3.19 Pensions 103 Section 3.20 Centre of main interests and establishments 103 Section 3.21 Patriot Act 104 Section 3.22 Senior Indebtedness 104 Article IV. CONDITIONS OF EXTENSIONS OF CREDIT 104 Section 4.01 Closing Date 104 Section 4.02 Each Loan and Letter of Credit on the Closing Date 109 Section 4.03 Each Incremental Term Loan 110 Section 4.04 Conditions to Each Credit Event 110 Article V. AFFIRMATIVE COVENANTS 110 Section 5.01 Financial Statements and Other Information 111 Section 5.02 Notices of Material Events 113 Section 5.03 Information Regarding Collateral 113 Section 5.04 Existence; Conduct of Business 114 Section 5.05 Payment of Taxes 114 Section 5.06 Maintenance of Properties 114 Section 5.07 Insurance 114 Section 5.08 Books and Records; Inspection and Audit Rights 115 Section 5.09 Compliance with Laws and Material Contractual Obligations 116 Section 5.10 Use of Proceeds 116 Section 5.11 Subsidiaries 117 Section 5.12 Further Assurances 118 Section 5.13 Ratings 119 Section 5.14 [Reserved] 119 Section 5.15 Compliance with Environmental Laws 120 Section 5.16 Conditions Subsequent to the Closing Date 120 Section 5.17 Centre of Main Interests 120 Article VI. NEGATIVE COVENANTS 120 Section 6.01 Indebtedness; Certain Equity Securities 120 Section 6.02 Liens 124 Section 6.03 Fundamental Changes; Lines of Business 126 Section 6.04 Investments, Loans, Advances, Guarantees and Acquisitions 127 Section 6.05 Asset Sales 129 Section 6.06 Sale and Leaseback Transactions 131 Section 6.07 Restricted Payments; Certain Payments of Indebtedness 131 Section 6.08 Transactions with Affiliates 133 Section 6.09 Restrictive Agreements 135 Section 6.10 Amendment of Material Documents 136 Section 6.11 Financial Covenant 136 Section 6.12 Fiscal Year 138 Section 6.13 Maximum Capital Expenditures 138 Section 6.14 [Reserved] 139 Section 6.15 Permitted Activities of Parent 139 Article VII. EVENTS OF DEFAULT 140
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Taxes 100Payments Generally; Pro Rata Treatment; Sharing of Set-offs 104 Section 2.19 Mitigation Obligations; Replacement of Lenders 105 Section 2.20 Illegality 107 Section 2.21 Incremental Commitments 107 Section 2.22 Defaulting Lender 116 ARTICLE III REPRESENTATIONS AND WARRANTIES 118 Section 3.01 Organization; Powers 118 Section 3.02 Authorization 118 Section 3.03 Enforceability 118 Section 3.04 Governmental Approvals 119 Section 3.05 Financial Statements 119 Section 3.06 No Material Adverse Effect 119 Section 3.07 Title to Properties; Possession Under Leases 119 Section 3.08 Subsidiaries 120 Section 3.09 Litigation; Compliance with Laws 120
Taxes 100Payments Generally; Pro Rata Treatment; Sharing of Set-offs 104 Section 2.19 Mitigation Obligations; Replacement of Lenders 105
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
Taxes 100Payments 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

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) 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.

  • 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 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.

  • Payments Free of Taxes, Etc All payments made by the Debtor under this Agreement shall be made by the Debtor free and clear of and without deduction for any and all present and future taxes, levies, charges, deductions and withholdings. In addition, the Debtor shall pay upon demand any stamp or other taxes, levies or charges of any jurisdiction with respect to the execution, delivery, registration, performance and enforcement of this Agreement. Upon request by the Secured Party, the Debtor shall furnish evidence satisfactory to the Secured Party that all requisite authorizations and approvals by, and notices to and filings with, governmental authorities and regulatory bodies have been obtained and made and that all requisite taxes, levies and charges have been paid.

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

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