Adjustments for Taxes Sample Clauses

Adjustments for Taxes. The amount of any Indemnifiable Loss shall be:
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Adjustments for Taxes. The amount of any Indemnifiable Loss shall be --------------------- appropriately adjusted so that the amount of such Indemnifiable Loss is (i) increased by the amount of all Income Taxes payable with respect to any payments received from the Indemnifying Party or Indemnifying Parties, and (ii) reduced by the amount of all Income Tax benefits from the incurrence or payment of any such Indemnifiable Loss by the Indemnitee, as determined pursuant to the next paragraph. In computing the amount of Income Taxes payable or Income Tax benefit, (i) in the absence of any change in treatment under the Code or applicable Tax Law, payments with respect to contingent Liabilities attributable to periods before the Distribution Date shall be treated for income tax purposes by the Indemnitee and the Indemnifying Parties (and if Varian is neither the Indemnitee nor the Indemnifying Party, by Varian) as distributions or capital contributions, as appropriate, occurring immediately before the Distributions on the Distribution Date, (ii) it shall be assumed that the highest marginal Tax rates in effect are applicable to the Indemnitee, and (iii) such determination shall be made without regard to whether any actual increase or decrease in Tax is realized by the Indemnitee. If, notwithstanding the manner in which indemnity payments are reported, there is an adjustment to the Tax Liability of a party as a result of its receipt of an indemnity payment pursuant to this Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof, shall equal the amount of the payment which the Indemnitee would otherwise be entitled to receive pursuant to this Agreement.
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Adjustments for Taxes. The amount of any Loss shall be: (i) --------------------- increased (retroactively or prospectively) to take into account any net Tax cost actually incurred by an Indemnitee arising from any payments received from the Indemnifying Party (grossed up for such increase); and (ii) reduced (retroactively or prospectively) to take into account any net Tax benefit actually realized by an Indemnitee arising from the incurrence or payment of any such Loss. In computing the amount of such Tax cost or Tax benefit, an Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any payment with respect to any such Loss or the incurrence or payment of any such Loss. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party and shall subsequently actually realize any net Tax benefit arising from the incurrence or payment of such Loss, then such Indemnitee promptly shall pay to such Indemnifying Party a sum equal to the amount of such net Tax benefit, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Loss.
Sample 1Sample 2See All (4)
Adjustments for Taxes. The amount of any Indemnifiable Loss shall be (i) increased to take account of any net Tax cost actually incurred by the Indemnitee arising from any payments received from the Indemnifying Party (grossed up for such increase); and (ii) reduced to take account of any net Tax benefit actually realized by the Indemnitee arising from the incurrence or payment of any such Indemnifiable Loss. In computing the amount of such Tax cost or tax benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any payment with respect to an Indemnifiable Loss or the incurrence or payment of any Indemnifiable Loss.
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Adjustments for Taxes. The amount of any Indemnifiable Loss shall be: (i) increased to take into account any net Tax cost actually incurred by the Indemnitee arising from any payments received from the Indemnifying Party (grossed up for such increase); and 31
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Adjustments for Taxes. It is contemplated between the parties to this Agreement that this redemption shall not be a taxable event for federal or California state income tax purposes. If at any time it shall be determined that a liability exists on the part of Seller for the payment of state or federal income taxes due to payments received pursuant to this Redemption Agreement then in addition to the amount to be paid under the promissory Note, the Corporation shall pay to Seller, in cash, an amount equal to any such additional state and/or federal income tax imposed on the payments made hereunder. Said payment shall be made within 60 days of assessment by such taxing entity of such additional tax due upon Seller. In the event the Corporation desires to contest the validity of such assessment, Corporation may do so at its sole cost and expense, and Seller agrees to cooperate in all reasonable respects in pursuing such process. During any such contest or appeal, Corporation shall either arrange for a stay of enforcement of any tax assessed or pay such assessed tax but in the event of success on such appeal shall be entitled to a refund of any such tax paid. The sums to be paid pursuant to this provision shall include all interest and penalties, if any, imposed in such assessment.
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Adjustments for Taxes. Included in the Master Balance Sheet is a reserve for estimated ad valorem property taxes payable on the Purchased Assets and Real Property as of the Closing Date (the "Ad Valorem Taxes"). If the amounts of actual, applicable Ad Valorem Taxes prorated as of the Closing Date are different from the reserves used in the Master Balance Sheet and the same is not corrected in the Revised Closing Balance Sheet, BU shall pay Santolubes any amount by which such taxes were under-reserved, and Santolubes shall pay BU any amount by which such taxes were over-reserved.
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Adjustments for Taxes. In the event that the Taxes levied or assessed against the Real Property for any tax year which is wholly or partly within the Lease Term divided by the square feet of gross leasable area of the Building are greater than the Base Year Taxes, Tenant shall pay to Landlord, as additional rent during the rental year in which such tax increase takes place and during each rental year thereafter (subject to further adjustment in the event of other increases in Taxes), the amount of such increase times the square feet of gross leasable area of the Leased Premises. For the purpose of * The Base Year Taxes and Base Year Expenses in Paragraph 5.2 of this Lease will be adjusted to the actual Taxes for the tax year beginning July 1, 2006 and ending June 30, 2007 and the actual Building Expenses for the expense year beginning January 1, 2006 and ending December 31, 2006 as soon as those numbers are available. Note that for the purpose of calculating the Building Expenses under this paragraph for the expense year beginning January 1, 2006 and ending December 31, 2006, the Building Expenses will include the amount budgeted for electricity during this period rather than the amount actually spent for electricity. calculating the adjustment for taxes, it is agreed that the Building contains 89,292 square feet of gross leasable area. Any additional rent due Landlord under this Section 5.3 shall be due and payable at the time the taxes are due and payable. Landlord shall submit a written statement to Tenant showing the amount due. For Tenant’s obligations for such additional rent at the beginning or end of the Lease, see Section 5.4(c). As of the date of this Lease, the tax year is a fiscal year commencing July 1. If the appropriate authorities shall hereafter change the tax year to a calendar year, or to a fiscal year commencing on a date other than July 1, appropriate adjustments shall be made in the computation of any additional rent due hereunder. All reasonable expenses incurred by Landlord (including attorneys’ appraisers’ and consultants’ fees and other costs) in contesting any increase in Taxes or any increase in the assessment of the Real Property shall be included as an item of Taxes for the purpose of computing additional rent due hereunder.
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Adjustments for Taxes. In the event a taxing authority determines that any Charge for Services is not an arm’s-length payment, then the parties shall make corresponding adjustments to the Charges for Services in question for such period to the extent necessary to achieve arm’s-length pricing. Any adjustment made pursuant to this Section 2(e), at any time during the term of this Agreement or after termination hereof, shall be reflected in the parties’ records, and the resulting underpayment or overpayment shall create, respectively, an obligation to be invoiced and paid in the manner specified in Sections 2(b), 2(c) and 2(d) of this Agreement. Any adjustments after termination of this Agreement shall be paid promptly following the final determination of the amount.
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Related to Adjustments for Taxes

  • Adjustments for Tax Purposes Any payments made pursuant to Section 2.04 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Grossing-up for taxes If the Borrower is required by law to make a tax deduction from any payment:

  • Adjustments to Tax Basis In the event of adjustment to the adjusted tax basis of Partnership property under Code Sections 732, 734 or 743, the capital accounts of the Partners shall be adjusted to the extent provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m).

  • Adjustments and Prorations The following adjustments and prorations shall be made at Closing:

  • Royalty Adjustments The following adjustments shall be made, on a Licensed Product-by-Licensed Product and country-by-country basis, to the royalties payable pursuant to this Section 5.5:

  • Adjustments; Set-off; Calculations; Computations (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 9.1(f), or otherwise (except pursuant to Section 2.7, 2.8, 4.4, 4.9, 4.10, 4.11, 4.12, 4.13(d), 11.1(g) or 11.6)), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans owing to it, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders an interest (by participation, assignment or otherwise) in such portion of each such other Lender’s Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

  • Gross Up for Taxes If any Borrower shall be required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (a) the sum payable to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions, the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made (the “Gross-Up Payment”), (b) such Borrower shall make such withholding or deductions, and (c) such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to any withholding or deductions that would not have been paid or claimed had the applicable Payee or Payees properly claimed a complete exemption with respect thereto pursuant to Section 3.11 hereof.

  • Allocations for Tax Purposes (a) Except as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.

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