Certain Deductions. Except as otherwise required by applicable Law or a Final Determination, (x) RemainCo and RemainCo LLC shall be entitled to any Tax deduction associated with any liabilities for which RemainCo and RemainCo LLC are responsible pursuant to Section 2.3(b)(iii) of the Separation and Distribution Agreement and (y) SpinCo and the OP (and not RemainCo and RemainCo LLC) shall be entitled to any Tax deduction associated with any liabilities for which SpinCo and SpinCo LP are responsible pursuant to Sections 2.3(a)(vi), 2.3(a)(vii) and 2.3(a)(viii) of the Separation and Distribution Agreement.
Certain Deductions. (a) (i) In the event a Citigroup Compensation Item is included in a Tax Return of Legg Mason or its Affiliates, Citigroup shall provide Legg Mason on a timely basis with such information, documentation and assistance as is necessary or otherwise reasonably requested by Legg Mason in order to compute the Citigroup Compensation Item, and to satisfy any and all reporting, withholding and payroll Tax obligations under the Code and applicable state, local or foreign Requirements of Law. Citigroup shall indemnify and hold the Legg Mason Indemnitees harmless against (A) the employer’s portion of any payroll or similar Taxes relating to the Citigroup Compensation Items that are actually imposed and paid; (B) Taxes imposed as a result of the failure of Citigroup to provide information as required by this Section 8.13(a)(i); and (C) all reasonable out-of-pocket costs incurred in claiming deductions in respect of any Citigroup Compensation Item and in processing or administering the information related to any Citigroup Compensation Item.
Certain Deductions. To the extent that, in the Company’s reasonable judgment, the total deductions of the Company Group resulting from the vesting of Company Restricted Shares and Company Restricted Stock Units in connection with the Merger is lower than $12.19 million, then promptly following receiving written notice of such determination from the Company, SpinCo shall pay to the Company an amount equal to (x) the shortfall between such total deductions available to the Company Group under such determination and $12.19 million multiplied by (y) 40%. If SpinCo disagrees with the Company’s determination under this Section 10.4(d), the parties shall work together in good faith to resolve such dispute. If the parties are unable to resolve such dispute within 30 days after the receipt of the Company’s determination, the dispute shall be resolved by the Accounting Firm. The determination of the Accounting Firm, shall be binding on Buyer, the Company, SpinCo and their Affiliates. The costs, fees and expenses of the Accounting Firm will be borne half by the Company and half by SpinCo.
Certain Deductions. Notwithstanding any other provision of this Agreement, the parties hereto agree pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii) that the Tax deductions arising out of any payment made pursuant to Section 1.4 (Treatment of Longhorn Equity Awards) shall be allocated to and reported in the taxable year of Longhorn ending on the Closing Date, except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, or by similar provision of applicable state or local income, franchise or other relevant Tax law.
Certain Deductions. If Metaphore determines that it is necessary or desirable to seek a license or immunity from suit from any Person in order for Metaphore (including any of its Affiliates) or any Sublicensees to exercise or use the rights and licenses granted to Metaphore by Pfizer pursuant to Section 2.1. or if Metaphore (including any Affiliate) or any Sublicensee is otherwise required to pay to any Person (other than to Pfizer under this Agreement) any fee, royalty or other payment in connection with the manufacture, use, sale, import or offer for sale of any Licensed Products in the Territory, then Metaphore shall have the right to deduct and set off any amounts payable to any such Persons, including any fee, royalty or other payment, against any amounts due or payable to Pfizer hereunder, but only up to fifty percent (50%) of each such amount due or payable to Pfizer hereunder. Such right of offset shall not in any way limit, and shall be in addition to and not in lieu of, any other rights, remedies or claims that Metaphore may have under this Agreement or otherwise.
Certain Deductions. Company has not taken or claimed any deductions or credits on its U.S. federal Tax Returns that are disallowed under Section 280E of the Code.
Certain Deductions. References to “Xxxx Xxxxx Indemnities”, “Citigroup Indemnities” and “Citigroup’s Hypothetical Liability” in Section 8.13(a)(i), Section 8.13(b)(i) and Section 8.13(b)(iv) of the Original Agreement shall be deemed references to “Xxxx Xxxxx Tax Indemnities”, “Citigroup Tax Indemnities” and “Citigroup Hypothetical Tax Liability”, respectively.
Certain Deductions. Any deduction for payments to employees made by CH and its subsidiaries concurrently with or immediately prior to Closing shall be specifically allocated to Sellers on any Closing Date Return or any Income Tax Return including a Straddle Period.
Certain Deductions. If the Company is entitled to a deduction for compensation to a person providing services to the Company or its subsidiaries or any other deductible payment, in each case, the economic cost of which is borne by a Member (and not the Company or its subsidiaries), whether paid in cash, Class A Common Units, or other property, the Company shall allocate the deduction attributable to such payment to such Member. For the avoidance of doubt, any amount which is reflected as (i) Company Transaction Expenses (as defined in the Business Combination Agreement) or (ii) a reduction in the number of Retained Company Units (as defined in the Business Combination Agreement) pursuant to clause (c) or (d) of such term, shall be treated as an economic cost borne by the Original Members
Certain Deductions. (a) All deductions and other expenses (including any Transaction Tax Deductions) of a Company resulting from the payment or accrual of an amount in a Pre-Closing Tax Period shall be treated as occurring or allocable to the day of or prior to the Closing Date for U.S. federal income tax purposes shall be reported consistently with such treatment, and Buyer or any Affiliate thereof shall not nor shall it cause any of its Affiliates to treat such deductions (or a portion thereof) as occurring after the Closing Date under Treasury Regulation Section 1.1502-76(b) (or any similar provision of state, local or non-U.S. Applicable Laws).
(b) If Transaction Tax Deductions of, but only of, any of APH, APS, AAI, KAI or CTA arise in a Straddle Period, any reduction in Taxes of such Company in such Straddle Period shall be for the benefit of Sellers, determined as follows:
(i) the income of such Company for the Pre-Closing Tax Period portion of the Straddle Period shall be determined but the Transaction Tax Deductions shall be treated as the last deductions so applied in such Pre-Closing Tax Period;
(ii) if such Transaction Tax Deductions are not fully absorbed in the Pre-Closing Tax Period portion of the Straddle Period pursuant to clause (i) of this Section 6.7.11(b), the amount not so absorbed shall be applied against the income of such Company for the Post-Closing Tax Period portion of the Straddle Period. To the extent that the Transaction Tax Deductions so applied to such Post-Closing Tax Period reduce the Taxes of such Company with respect to such period (determined by treating the Transaction Tax Deductions as the last deductions taken after deducting all other deductible items attributable to such period), such reduction shall be for the account of Sellers and paid in accordance with the provisions of Section 6.7.9;
(iii) if there is a loss in the Straddle Period that is attributable to such Transaction Tax Deductions (determined by treating the Transaction Tax Deductions as the last deductions taken) and such loss may, under Applicable Law, be carried back to prior Pre-Closing Tax Periods, of such Company, any refund obtained on such carry backs attributable to the Transaction Tax Deductions or other loss attributable to the Pre-Closing Tax Period portion of the Straddle Period (determined by treating the Transaction Tax Deductions and other losses attributable to the Pre-Closing Tax Period portion of the Straddle Period as being utilized first, followed by th...
