Taxes TC Sample Clauses

Taxes TC. Section 3.01. Taxes" \f C \l "2" .

Taxes TC. Section 5.10. Taxes" \f C \l "2" . (a) Each of the Loan Parties has timely filed all income and all other material tax returns and reports required to be filed, and has timely paid all Taxes (whether or not shown on such tax returns or reports) and all other amounts of federal, provincial, state, municipal, foreign and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are set forth on Schedule 5.10 or are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP. (b) Except as set forth on Schedule 5.10 or as would not, individually or in the aggregate, be reasonably likely to result in liability to any Loan Party in excess of the Threshold Amount, (i) there are no claims being asserted in writing with respect to any amounts of taxes, (ii) there are no presently effective waivers or extensions of statutes in writing with respect to any amounts of taxes, and (iii) no tax returns are being examined by, and no written notification of intention to examine has been received from, the Internal Revenue Service or any other taxing authority, in each case, with respect to the Loan Parties. (c) No Loan Party is party to any tax sharing agreement other than with an Affiliate included in a consolidated or combined tax return, provided that any such tax sharing agreement shall be subject to the restrictions in Section 7.08.

Taxes TC. Section 6.14. Taxes" \f C \l "2" . (a) Pay and discharge, and cause each of its Subsidiaries to pay and discharge, all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, in each case on a timely basis, which, if unpaid when due and payable, may reasonably be expected to become a tax Lien upon any properties of the Loan Parties not otherwise permitted under this Agreement; provided that no Loan Party shall be required to pay any such Tax, assessment, charge, xxxx or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP unless and until any tax Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors. (b) With respect to Parent, be classified as a corporation for United States federal income tax purposes.

Taxes TC. Section 5.9. Taxes" \f C \l "2" . Each Note Party and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (a) the amount of which, individually or in the aggregate, is not Material or (b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which a Note Party or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. Neither the Issuer nor the REIT Guarantor knows of any basis for any other tax or assessment that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Note Parties and their Subsidiaries in respect of U.S. federal, state or other taxes for all fiscal periods are adequate. The U.S. federal income tax liabilities of each Note Party and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended December 31, 2017.

Taxes TC. If any payment made by the Borrower to any Lender or the Agent hereunder becomes subject to any withholding or deduction with respect to Taxes, the Borrower shall (subject to Section 16.12) duly and punctually pay to such Lender or the Agent such additional amount as may be necessary to ensure that such Lender or the Agent receives an amount, after taking into account all applicable Taxes, equal to the amount which would have been received by such Lender or the Agent had such payment not been made subject to any withholding or deduction. In any such circumstance, the Borrower shall also promptly remit to the Agent the - 70 - relevant official receipts or other evidence satisfactory to the Lender and the Agent evidencing payment to the appropriate taxing authority of each such Tax by the Borrower on behalf of the Lender or the Agent. If, following the payment of such Tax by the Borrower to the appropriate taxing authority, a Lender or the Agent is granted a credit against any Taxes payable by it or a refund of Taxes paid by it as a result of the payment of such Tax by the Borrower, such Lender or the Agent shall at the time of utilization by such Lender or the Agent of such credit or refund, credit the Borrower with the amount of such credit or refund; provided such Lender or the Agent, in its sole judgment, is satisfied that: (a) the retention by it of such credit or refund will not be prejudiced thereby; and (b) the net financial result to the Lender or the Agent of crediting the Borrower with the amount of such credit or refund is no less favourable to the Lender or the Agent than that which would have occurred under the provisions of this Agreement had there been no obligation on the Borrower to pay such Tax to the appropriate taxing authority. In the event the Borrower is entitled to be credited with all or any portion of any such credit or refund utilized by a Lender or the Agent, such Lender or the Agent shall deliver to the Borrower a certificate prepared by it in good faith and signed by one of its officers setting forth the amount to be so credited to the Borrower and the method of calculation thereof and such certificate shall be prima facie evidence, in the absence of manifest error, of the amount to be so credited to the Borrower.

Taxes TC. The Borrower has filed, or caused to be filed, all tax returns (including federal, state, local and foreign tax returns) the failure of which to be filed could reasonably be expected to result in a Material Adverse Effect and paid (i) all amounts of Taxes shown thereon to be due (including interest and penalties) and (ii) all other material Taxes, fees, assessments and other governmental charges (including mortgage recording Taxes, documentary stamp Taxes and intangible Taxes) owing by it, except for such Taxes (A) which are not yet delinquent or (B) that are being contested in good faith and by proper proceedings diligently pursued, and against which adequate reserves are being maintained in accordance with GAAP. The Borrower does not know of any pending investigation of the Borrower by any taxing authority or proposed tax assessments against the Borrower.

Taxes TC. “SECTION 2.16. Taxes.” \f c \l “2” \* MERGEFORMAT AUTONF D3_TC.

Taxes TC. Section 2.13. Taxes" \f C \l "2" . (a) All payments made by the Borrower in respect of any Advance and all payments made by the Borrower under this Agreement will be made free and clear of and without deduction or withholding for or on account of any Taxes, unless such withholding or deduction is required by law (as determined in the good faith discretion of the Borrower). In such event, the Borrower shall pay to the appropriate taxing authority any such Taxes required to be deducted or withheld and the amount payable to each Lender or the Administrative Agent (as the case may be) will be increased (such increase, the