VQ » Topics » Taxes

This excerpt taken from the VQ 8-K filed May 11, 2007.
Taxes” means any and all present or future taxes, including stamp taxes, levies, duties, imposts, deductions, charges or withholdings which arise from any payment made hereunder, and all liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, such taxes (including income taxes or franchise taxes) as are imposed on or measured by each Lender’s net income or capital by the jurisdiction (or any political subdivision thereof) under the laws of which such Lender or the Administrative Agent, as the case may be, is organized or maintains a lending office or conducts business (other than solely by reason of the transactions evidenced hereby or taking any action contemplated by the Loan Documents).

This excerpt taken from the VQ 8-K filed Nov 9, 2006.
19.9.       Taxes.

(a)           Optionor and Optionee agree that this transaction may be subject to the reporting requirement of Section 1060 of the Internal Revenue Code of 1986, as amended, and that, therefore, IRS Form 8594, Asset Acquisition Statement, will be filed for this transaction.  The Parties will confer and cooperate in the preparation and filing of their respective forms to reflect a consistent reporting of the agreed upon allocation.

(b)           Optionor shall be responsible for all state, local and federal property, ad valorem, excise, and severance taxes attributable to or arising from the ownership or operation of the Assets prior to the Exercise Effective Time.  Optionee shall be responsible for all property and severance taxes attributable to or arising from the ownership or operation of the Assets after the Exercise Effective Time.  Any party which pays such taxes for the other party shall be entitled to prompt reimbursement upon evidence of such payment.  Each party shall be responsible for its own federal and state income taxes, if any, as may result from this transaction.

(c)           If this transaction is determined to result in state sales or transfer taxes, Optionee shall be solely responsible for any and all such taxes due on the Assets acquired by Optionee by virtue of this transaction.  If Optionee is assessed such taxes, Optionee shall promptly remit same to the taxing authority.  If Optionor is assessed such taxes, Optionee shall reimburse Optionor for any such taxes paid by Optionor to the taxing authority.

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This excerpt taken from the VQ 8-K filed May 4, 2006.
Taxes” means any and all present or future taxes, levies, imposts, deductions, charges or withholdings which arise from any payment made hereunder, and all liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, such taxes (including income taxes or franchise taxes) as are imposed on or measured by each Lender’s net income, gross receipts or capital by the jurisdiction (or any political subdivision thereof) under the laws of which such Lender or the Administrative Agent, as the case may be, is organized or maintains a lending office or conducts business (other than solely by reason of the transactions evidenced hereby or taking any action contemplated by the Loan Documents).

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