Taxes, Utilities, Etc Sample Clauses

Taxes, Utilities, Etc. (a) All tax or information returns for --------------------- all periods ending on or before or including the Closing Date that are or were required to be filed by or on behalf of any Grantor have been or will be filed on a timely basis and in accordance with all applicable laws, regulations and administrative requirements. All such tax or information returns that have been filed on or before the Closing Date were, when filed, and continue to be, true, correct and complete. All such tax or information returns that will be filed after the Closing Date will be true, correct and complete when filed by or on behalf of such Grantor.
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Taxes, Utilities, Etc. Other items to be prorated by Buyer and Seller shall include property taxes on the Realty and the Personal Property, payments under any Continuing Service Contracts (provided that any delinquent payments owing to Seller shall be treated in the same manner as delinquent rents under the Leases), water, gas, electricity and other utility charges, any unfixed meter charges, if any (apportioned on the basis of the last meter reading), license and permit fees and other expenses customarily prorated. Items prorated pursuant to this Section 6.8(d) shall be listed on the Joint Proration Statement.
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Taxes, Utilities, Etc. (a) Real estate and personal property Taxes for the calendar year December 31, 2003, shall be prorated on a per diem basis to the Closing Date, with Seller being responsible for such Taxes allocable to the period from January 1, 2003, to the Closing Date, and Buyer being responsible for such Taxes allocable for the period from the Closing Date through December 31, 2003. The initial proration (the "Preliminary Tax Proration") shall be based upon the amounts of real estate and personal property Taxes allocated to the Assets from the most recent property tax assessments if known, or upon the amounts paid during the preceding year to the extent not known, all as shown on Schedule 3.5(a) of the Seller Disclosure Schedule. Such prorations shall be made at Closing, and Seller's pro rata share of such Taxes ("Seller's Pro Rata Taxes") shall be deducted from the Aggregate Purchase Price and the Cash Purchase Price as provided in Section 3.2(d). Buyer will assume responsibility for the actual payment to the applicable Governmental Authority of (1) any unpaid property Taxes not yet due to the extent they relate to periods after the Closing Date, and (2) any property Taxes to the extent that there has been a reduction in the Aggregate Purchase Price and the Cash Purchase Price pursuant to this Section 3.5(a). Seller shall remain liable for any unpaid property Taxes to the extent they relate to periods ending on or before the Closing Date and for which there has not been a reduction in the Aggregate Purchase Price and the Cash Purchase Price pursuant to this Section 3.5(a). Buyer shall have the right to contact any Governmental Authority with respect to obtaining assurances that Buyer shall not be liable for the payment of any property Taxes which are to be paid by Seller pursuant to the preceding sentence. Promptly upon Buyer's receipt of the final invoices for the Taxes prorated in accordance with this Section 3.5(a), Buyer shall deliver a copy of such invoices to Seller. If the amount of such Taxes as reflected in such invoices is different from the amount of such Taxes as reflected in Schedule 3.5(a) of the Seller Disclosure Schedule, Buyer or Seller, as applicable, shall make an adjustment payment to the other such that the Seller's Pro Rata Taxes deducted from the Aggregate Purchase Price and the Cash Purchase Price, together with such adjustment payment, shall equal Seller's pro rata portion of such Taxes as specified in the first sentence of this Section 3.5(a)...
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Taxes, Utilities, Etc. Seller shall pay and discharge all taxes, general and special assessments, rents, utilities and other charges of every description which may be levied on or assessed against the Operating Assets and which are payable before the Closing Date and shall not sell, lease or encumber the Operating Assets from the date hereof through the Closing Date. In addition, Seller shall maintain insurance with respect to the Operating Assets and the Branch Office against losses, liabilities and risks of such types and in such amounts at least equal to their respective net book values or such greater amounts as are customarily carried by depository institutions, for the period prior to the Closing Date.
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Taxes, Utilities, Etc. Except for such matters that in the ---------------------- aggregate would not result in a material adverse effect on the condition (financial or otherwise), earnings, business, affairs or business prospects of the Asset Entity or the Property or on the Transactions, (i) all tax or information returns required to be filed on or before the date hereof by or on behalf of Indemnitor or the Asset Entity have been filed through the date hereof or will be filed on or before the closing of the IPO in accordance with all applicable laws, and (ii) there is no action, suit or proceeding pending against, or with respect to, Indemnitor or the Asset Entity or the Property in respect of any tax (other than tax abatement proceedings) nor is any claim for additional tax asserted by any such authority. No amounts due and owing with respect to the Property in connection with utilities, insurance, assessments or other charges customarily prorated in real estate transactions have been outstanding more than 30 days.
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Taxes, Utilities, Etc. Except for such matters that in the aggregate would not result in a material adverse effect on the condition (financial or otherwise), earnings, business, affairs or business prospects of any Seller, Asset Partnership, Feldxxx Xxxestor Entity or Property or on the Formation Transactions, (i) all tax or information returns required to be filed on or before the date hereof by or on behalf of any Seller, Asset Partnership or Feldxxx Xxxestor Entity have been filed through the date hereof or will be filed on or before the closing of the Offering in accordance with all applicable laws, and (ii) there is no action, suit or proceeding pending against, or with respect to, any Seller (other than tax abatement proceedings, Asset Partnership, Feldxxx Xxxestor Entity or Development Parcel or Office Property or, to knowledge of the Indemnitors, any Acquired Property, in respect of any tax (other than tax abatement proceedings), nor is any claim for additional tax asserted by any such authority. No amounts due and owing with respect to any Property in connection with utilities, insurance, assessments or other charges customarily prorated in real estate transactions have been outstanding more than 30 days.
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Related to Taxes, Utilities, Etc

  • 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.

  • Payment of Taxes, Etc Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.

  • Payment of Taxes, Duties, Etc of the Trust. Upon receipt under the Notes of Additional Tax Sums and upon the written direction of the Administrative Trustees, the Property Trustee shall promptly pay, solely out of monies on deposit pursuant to this Trust Agreement, any Additional Taxes imposed on the Trust by the United States or any other taxing authority.

  • Payment of Taxes, Insurance and Other Charges With respect to each Mortgage Loan, the Master Servicer shall maintain accurate records reflecting the status of ground rents, taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of fire and hazard insurance coverage and, as to those Mortgage Loans subject to a voluntary escrow agreement, shall obtain, from time to time, all bills for the payment of such charges (including renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated by the Master Servicer in amounts sufficient for such purposes, as allowed under the terms of the Mortgage or Applicable Regulations. The Master Servicer assumes full responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of the Mortgagor's faithful performance in the payment of same or the making of the Escrow Payments and shall make Servicing Advances from its own funds to effect such payments. To the extent that the Mortgage does not provide for Escrow Payments, the Master Servicer shall use reasonable efforts consistent with the Servicing Standard to determine that any such payments are made by the Mortgagor at the time they first become due and shall ensure that the Mortgaged Property is not lost to a tax lien as a result of nonpayment and that such Mortgaged Property is not left uninsured.

  • Payment of Trade Liabilities, Taxes, etc Each Restricted Person will (a) timely file all required tax returns (including any extensions); (b) timely pay all taxes, assessments, and other governmental charges or levies imposed upon it or upon its income, profits or property; (c) within one hundred twenty (120) days after the date such goods are delivered or such services are rendered, pay all Liabilities owed by it on ordinary trade terms to vendors, suppliers and other Persons providing goods and services used by it in the ordinary course of its business; (d) pay and discharge when due all other Liabilities now or hereafter owed by it; and (e) maintain appropriate accruals and reserves for all of the foregoing in accordance with GAAP. Each Restricted Person may, however, delay paying or discharging any of the foregoing so long as it is in good faith contesting the validity thereof by appropriate proceedings, if necessary, and has set aside on its books adequate reserves therefor which are required by GAAP.

  • Payment of Taxes and Charges All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and nonassessable, and without any preemptive rights. The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issue or delivery thereof.

  • Payment of Taxes, Assessments, etc The Servicer (other than with respect to a Foreclosed Property) and the Special Servicer (with respect to any Foreclosed Property) shall maintain accurate records with respect to the Property (or such Foreclosed Property, as the case may be) reflecting the status of real estate taxes, assessments, charges and other similar items that are or may become a lien on the Property (or such Foreclosed Property, as the case may be) and the status of insurance premiums payable in respect of insurance policies required to be maintained pursuant to Section 3.11 hereof. The Servicer shall obtain, from time to time, all bills for the payment of such items (including renewal premiums). The Servicer shall pay real estate taxes, assessments and charges, insurance premiums, ground rent, operating expenses and other similar items from funds in the applicable Reserve Account in accordance with the Mortgage Loan Agreement at such time as may be required by the Mortgage Loan Documents. If the Borrower Related Parties do not make the necessary payments and/or a Mortgage Loan Event of Default has occurred and amounts in the applicable Reserve Account are insufficient to make such payments, the Servicer shall make a Property Protection Advance, subject to the determination of non-recoverability provided in Section 3.23, from its own funds for amounts payable with respect to all such items related to the Property when and as the same shall become due and payable. The Servicer shall ensure that the amount of funds in the applicable Reserve Account is increased when and if applicable taxes, assessments, charges and other similar items, ground rents or insurance premiums are increased, in accordance with the terms of the Mortgage Loan Agreement.

  • Payment of Debts, Taxes, Etc The Company shall pay, or cause to be paid, all of its indebtedness and other liabilities and perform, or cause to be performed, all of its obligations in accordance with the respective terms thereof, and pay and discharge, or cause to be paid or discharged, all taxes, assessments and other governmental charges and levies imposed upon it, upon any of its assets and properties on or before the last day on which the same may be paid without penalty, as well as pay all other lawful claims (whether for services, labor, materials, supplies or otherwise) as and when due

  • Reservation of Shares; Listing; Payment of Taxes; etc (a) The Company covenants that it will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issue upon exercise of Warrants, such number of shares of Common Stock as shall then be issuable upon the exercise of all outstanding Warrants. The Company covenants that all shares of Common Stock which shall be issuable upon exercise of the Warrants shall, at the time of delivery thereof, be duly and validly issued and fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, and that upon issuance such shares shall be listed on each securities exchange, if any, on which the other shares of outstanding Common Stock of the Company are then listed.

  • Payment of Taxes, Insurance and Other Charges; Collections Thereunder With respect to each Mortgage Loan, the Seller shall maintain accurate records reflecting the status of ground rents, taxes, assessments and other charges which are or may become a lien upon the Mortgaged Property and the status of premiums for Primary Mortgage Insurance Policies and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the payment of such charges (including renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated by the Seller in amounts sufficient for such purposes, as allowed under the terms of the Mortgage. To the extent that a Mortgage does not provide for Escrow Payments, the Seller shall determine that any such payments are made by the Mortgagor. The Seller assumes full responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of each Mortgagor’s faithful performance in the payment of same or the making of the Escrow Payments and shall make Servicing Advances to effect such payments, subject to its ability to recover such Servicing Advances pursuant to Subsections 11.05(c), 11.05(d) and 11.07(b). No costs incurred by the Seller or subservicers in effecting the payment of ground rents, taxes, assessments and other charges on the Mortgaged Properties or mortgage or hazard insurance premiums shall, for the purpose of calculating remittances to the Purchaser, be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.

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