Additional Tax Payments Sample Clauses

Additional Tax Payments. In addition to amounts payable by --------------------- Acquisition to Holdings pursuant to Paragraph 4 hereof, Acquisition shall also pay to Holdings pursuant to Paragraph 6 the difference between (i) the Acquisition Group's Calculated Tax and (ii) amounts paid pursuant to Paragraph 4 hereof for taxable years commencing on or after February, 1997. If the difference between (i) and (ii) is negative, Holdings shall pay to Acquisition the amount of such difference. The intent of this provision is that Acquisition shall pay to Holdings, in the aggregate, an amount equal to the Acquisition Group's Calculated Tax for the taxable year at issue.

Additional Tax Payments. 2.20.1. Authentic, on the one hand, and the Investors, on the other hand, shall each bear their respective IPCo Pro Rata Portion of the Step-Up Structure Taxes. 2.20.2. No later than February 1 of the taxable year after the taxable year in which the Closing occurs, Parent shall deliver to Authentic a statement (the “Additional Payment Statement”) setting forth the calculation of (i) the Step-Up Structure Taxes and (ii) the Additional Step-Up Payments owed by Authentic and the Investors. Parent shall provide all information reasonably requested by Authentic in connection with its review of the Additional Payment Statement. Authentic shall submit its written comments to the Additional Payment Statement to Parent no later than 30 days after its receipt thereof. Authentic and Parent shall cooperate in good faith to resolve such comments, and if such comments cannot be so resolved within 15 days after such comments were submitted by Authentic, the disputed items shall be referred to a nationally recognized tax accounting firm mutually agreed by Authentic and Parent (the “Tax Accounting Firm”) for resolution. In the absence of manifest error, such accounting firm’s determination will be conclusive and binding upon each party hereto. The fees and expenses of the Tax Accounting Firm shall be borne by Authentic, on the one hand, and Parent, on the other hand, based on the percentage which the portion of the Step-Up Structure Taxes as determined by the Tax Accounting Firm exceeds or is less than the amount of Step-Up Structure Taxes asserted by such party. Authentic and the Investors shall pay or cause to be paid to Parent their respective Additional Step-Up Payments no later than ten days after the final determination thereof. Upon the filing of the income tax returns of the Company for the taxable year in which the Closing occurs, the parties will redetermine the Step-Up Structure Taxes and the Additional Step-Up Payment based on such as-filed income tax returns in accordance with the procedures set forth in this Section 2.20.2 (such redetermined Additional Step-Up Payment, the “Final Additional Step-Up Payment”). If the Final Additional Step-Up Payment exceeds the Additional Step-Up Payment as originally determined pursuant to this Section 2.20.2, then Authentic, on the one hand, and the Investors, on the other hand, shall each bear their respective portion of such excess, if any; and, if the Additional Step-Up Payment as originally determined pursuant to this Se...

Additional Tax Payments. In the event that the Company incurs and pays any liability under the Internal Revenue Code of 1986, as amended (the "Code"), Section 1374 or similar state or local statute, in excess of $292,093 (the "Excess Liability"), Parent shall pay to the Company in cash an amount equal to 167% of 30% of the Excess Liability (the "Additional Tax Amount"), provided, however that in no event shall the Additional Tax Amount exceed 167% of the difference between $300,000 and the Estimated Tax Liability. Any amount payable pursuant to this Section 1.6 shall be paid to the Company within 30 days of a final determination of Excess Liability by the Internal Revenue Service (the "IRS") or a court of competent jurisdiction or an agreement between the IRS and the Company (a copy of which shall be provided to Parent).

Additional Tax Payments. The Company will pay to Vendor an additional amount equal to any income tax imposed on or assessed against Vendor as Company Taxes.

Additional Tax Payments. 9 1.7 Parent Common Stock................................................................................ 9 ARTICLE II........................................................................................................... 10 2.1 The Closing........................................................................................ 10 2.2 Deliveries at the Closing by the Company and the Company Shareholders.............................. 10 2.3 Deliveries at the Closing by Parent and Sub........................................................ 10 2.4 Allocation......................................................................................... 11 ARTICLE III - REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE COMPANY SHAREHOLDERS................................................................................... 11 3.1 Organization of the Company........................................................................ 11 3.2

Additional Tax Payments. (a) Within ninety (90) days after (1) a Determination or (2) the Company receives any refund of Taxes (whether as a result of a carryback of any Tax item or otherwise) that results in the Company having an increased Cumulative Realized Tax Benefit, the Company shall notify the Holders, in accordance with Section 10.15, (i) that an Additional Tax Payment will be made, (ii) the Subject Taxable Year(s) to which such Additional Tax Payment relates, (iii) the amount of such Additional Tax Payment, (iv) the estimated value of each TRA Right on the TCEH Effective Date and the sum total of prior payments on each TRA Right, and (v) the Record Date and Payment Date for such Additional Tax Payment. No later than the open of business on the Business Day immediately following delivery of such notice, the Company shall issue a press release for publication on a broadly disseminated news or press release service selected by the Company or file a Current Report on Form 8-K with the SEC containing the information described in clauses (i) through (v) of this Section 2.2(a). (b) The Company shall, on or before the Announcement Date for an Additional Tax Payment, deliver to the Transfer Agent a copy of the Management Report for such Additional Tax Payment. (c) Except as provided in Sections 2.8 and 4.2, and subject to Sections 2.10 and 10.9, the Company shall, on the Payment Date for an Additional Tax Payment, deliver such Additional Tax Payment to the Transfer Agent for payment to the Holders in accordance with Section 2.5.

Additional Tax Payments