Certain Tax Benefits. (a) PHH shall pay to Cendant the amount of any Tax Benefit Realized by PHH or any PHH Affiliate in each taxable year that is attributable to the transactions undertaken pursuant to the Avis Merger Agreement being characterized in a manner other than as reported by Cendant or any Cendant Affiliate on its originally filed applicable income Tax Returns. Within sixty (60) days of any Final Determination that may give rise to an obligation of PHH under this Section 1.6(a) (an “Avis Final Determination”), Cendant shall notify PHH in writing of such Avis Final Determination and shall provide PHH with such information reasonably required by PHH for PHH and each relevant PHH Affiliate to account for any Tax Asset (or any increase in any Tax Asset) and to determine the Tax Benefit potentially available attributable to the Avis Final Determination. Notwithstanding the foregoing, the failure of Cendant to provide notice to PHH within the time required by the preceding sentence shall not relieve PHH of any liability and/or obligation which it may have under this Section 1.6.
(b) Within sixty (60) days after PHH receives notice of any Avis Final Determination, PHH shall provide to Cendant a schedule showing, in reasonable detail, the effect of the Avis Final Determination (the “Tax Benefit Schedule”) on any Tax Asset or Tax liability of PHH and the PHH Affiliates for each taxable period ending on or before the date of the notice for which PHH filed the applicable Tax Return. Within thirty (30) days of the finalization of the Tax Benefit Schedule, as described in subsection (d) below, PHH shall take or cause to be taken all steps necessary or appropriate to Realize any Tax Benefit attributable to past taxable periods, including the prompt filing of amended Tax Returns and/or claims for refund.
(c) PHH shall file and shall cause each PHH Affiliate to file all current and future Tax Returns consistent with the Avis Final Determination and so as to Realize as quickly as possible any Tax Benefit potentially available to PHH and each PHH Affiliate, and shall provide to Cendant a Tax Benefit Schedule and a calculation of the Tax Benefit Realized annually, no later than 120 days prior to the due date, including applicable extensions, of PHH’s federal Income Tax Return until such time as the parties in good faith agree that PHH has no remaining obligation for any Tax Benefit.
(d) Each time PHH delivers the Tax Benefit Schedule to Cendant, PHH shall also (i) deliver to Cendant sc...
Certain Tax Benefits. IPH shall pay to the Seller the amount of any Tax Benefit actually realized in cash by IPH or any of its Affiliates in connection with the incurrence of any Loss for which Seller has indemnified IPH pursuant to this Article VII or Article X. The amount of a Tax Benefit shall be calculated on a “with and without” basis, taking into account any Taxes imposed on any payments received from Seller under this Agreement and all other relevant facts.
Certain Tax Benefits. Each Party shall pay to the other Party the amount of any reduction in cash Tax liability of the first Party derived directly from any Loss for which the other Party has indemnified the first Party or any member of its Indemnified Group pursuant to this Article X, but only to the extent such reduction in cash Tax liability occurs in the taxable period during which such Loss is sustained or in the immediately following taxable period. The amount of any reduction in cash Tax liability shall be calculated on a “with and without” basis, taking into account any Taxes imposed on any payments received from the other Party under this Agreement and all other relevant facts, including the first Party’s other Tax attributes.
Certain Tax Benefits. (a) If Purchaser or any of its Affiliates (including, after the Closing Date, the members of the Commercial Air Group) actually realizes a Tax Benefit as a result of any audit adjustment (or adjustment in any other Tax Proceeding) made with respect to any Tax Item by any taxing authority with respect to Taxes for which Seller is responsible under Section 7.1, then Purchaser shall, or shall cause the appropriate Affiliate to, use its reasonable best efforts to claim such Tax Benefit and, to the extent such Tax Benefit is actually realized in the year that such audit adjustment (or adjustment in any other Tax Proceeding) becomes final (or in a prior year or either of the two (2) succeeding years), pay to Seller the amount of such Tax Benefit within fifteen (15) days of filing the Tax Return in which such Tax Benefit is actually realized.
(b) Seller shall be entitled to any Tax Benefit arising from any Tax Item arising in respect of any payment, loss, obligation, liability or Tax that Seller or any of its respective Affiliates are responsible for under this Agreement or otherwise, and Purchaser acknowledges and agrees that neither Purchaser nor any of its Affiliates (including, after the Closing Date, the members of the Commercial Air Group) shall claim any such Tax Item on any Tax Return for a Post-Closing Period; provided, however, that if any such Tax Item is not permitted by applicable Law to be claimed on a Tax Return for which Seller has filing responsibility pursuant to Section 7.3(a) and is permitted by applicable Law to be claimed on a Tax Return for which Purchaser has filing responsibility pursuant to Section 7.3(b), then Purchaser shall use its reasonable best efforts to claim such Tax Item and pay to Seller the amount of any Tax Benefit actually realized as a result of claiming such Tax Item on such Tax Return.
(c) Seller shall be entitled to (i) any refunds or credits of or against any Taxes for which Seller is responsible and has paid under Section 7.1 and (ii) any refunds or credits to which Seller is entitled under Section 7.4(a) or Section 7.4(b). Purchaser shall be entitled to any refunds or credits of any member of the Commercial Air Group of or against any Taxes other than refunds or credits to which Seller is entitled pursuant to the foregoing sentence. Each Party shall pay, or cause its Affiliates to pay, to the Party entitled to a refund or credit of Taxes under this Section 7.4, the amount of such refund or credit (including any inter...
Certain Tax Benefits. So long as there is a reasonable basis to do so, PWG will claim on its Federal, State and local income tax returns for all tax periods ending on or before the tenth anniversary of the Closing Date a deduction in respect of any payment made by GECS of the Liabilities of the type described in the Assumption Agreement, and (at the sole cost of GECS in a manner reasonably acceptable to PWG) will pursue such claim with reasonable diligence. For periods ending after the tenth anniversary of the Closing Date, PWG shall claim such deductions unless PWG in its sole judgment determines it is burdensome to do so. GE and GECS agree to provide PWG in a reasonable and timely manner with all information, records and cooperation necessary to claim such deductions and pursue such claims. In the event that PWG is allowed such deduction, it shall pay the actual resulting tax benefit to GECS as an increase in the purchase price under this Agreement. The determination of the amount of the tax benefit to PWG shall be conclusive absent manifest error.
Certain Tax Benefits. Buyer agrees that the Selling Shareholders will -------------------- receive cash payment from the Company, as described in this Section 1.6, for certain tax benefits resulting from any deduction relating to the exercise or sale of the Stock Options net of any income recognized by the Company resulting from transactions contemplated herein other than any income recognized as a result of any tax election made by Buyer or the Company after the Closing Date (the "Deduction"). Such payment shall be made ratably to the Selling --------- Shareholders as follows:
(A) to the extent that the Deduction results in a net operating loss for income tax purposes in the taxable year that includes the Closing Date (the "Short Period") that may be carried back to prior taxable ------------ years, 100 percent of the benefit realized shall be paid to Paying Agent for the benefit of Selling Shareholders when tax refunds are received by the Company as a result of the carryback claims (net of any taxes caused by the refund of state taxes); (B) to the extent that the Deduction results in a reduction of the tax liability due for or a refund of taxes that would otherwise have been payable with respect to the day to day sales and operations of the Company and its Subsidiaries in the Short Period and not from other transactions or events (including, without limitation, transactions not in the ordinary course of business, any income resulting from transactions contemplated by this Agreement and any income relating to prior periods), 100 percent of the benefit realized shall be paid to Paying Agent for the benefit of Selling Shareholders (i) when refunds of such taxes are received by the Company or (ii) when such taxes that would otherwise be payable by the Company or the consolidated group which includes Buyer and the Company are reduced; and (C) to the extent that the Deduction results in a net operating loss generated in the taxable years ending through the Closing Date that is carried forward to taxable years thereafter, 100 percent of the benefit realized by virtue of the net operating loss carry forward for the fiscal year ending December 31, 1995 and 50 percent of such benefit realized for fiscal years thereafter shall be paid to the Paying Agent for the benefit of Selling Shareholders when such benefit is actually realized. The Selling Shareholders agree to reimburse the Buyer and/or the Company for any unearned payments made pursuant to this Section 1.6, subject to the limitat...
Certain Tax Benefits. (i) Subject to Section 8.1(b)(iii), no later than 45 days after the filing of an income Tax Return of the Company or any of its Subsidiaries, or any consolidated, combined, unitary or similar income Tax Return of Parent or its Subsidiaries which includes the Company and or any of its Subsidiaries as members of such consolidated, combined, unitary or similar group (in each case, for tax years ending December 31, 2001 and thereafter), subject to Section 8.6(b), Parent shall pay to the Majority Shareholder the amount, if any, of Company Tax Benefits Actually Realized by any of Parent, its Subsidiaries, the Company or its Subsidiaries with respect to such Tax years ending December 31, 2001 and thereafter.
(ii) For purposes of this Agreement, "Company Tax Benefit" ------------------- shall mean the sum of the amounts by which the actual Tax liability
Certain Tax Benefits. For U.S. federal Tax purposes, the Principals, the Members and Merial agree (and Merial agrees to cause the Merial Venture Companies) to treat the prices charged to the Merial Venture for products purchased under the Merck Supply Agreement and the RP Ag Supply Agreement as the Merial Venture’s “cost” therefor. In furtherance thereof, the Principals, the Members and Merial agree (and Merial agrees to cause the Merial Venture Companies to agree) that any benefits derived under Section 936 of the Code or any successor Code section thereof by Merck Member or any Affiliate of Merck Member on the manufacture of any products sold to the Merial Venture pursuant to the Merck Supply Agreement shall be for the benefit of Merck Member and not for the benefit of the Merial Venture, the RP Member nor any other member of the RP Group.
Certain Tax Benefits. If, in connection with a Management Investor's ownership of the Initial Shares, the Issuer becomes entitled to any tax deduction in respect of such Initial Shares, the Issuer shall pay to such Management Investor, at such time or times as the Issuer actually receives the economic benefit of such deduction, an amount equal to the amount of such benefit to the Issuer. For purposes of the foregoing sentence, the Issuer shall be considered to have actually received the economic benefit of such deduction in the year (or years) in which either (i) such deduction (or the portion of any net operating loss attributable to such deduction) reduces the cash amount of tax which the Issuer would otherwise be obligated to pay, or (ii) the Issuer receives a cash refund of tax attributable to such deduction (or the portion of any net operating loss attributable to such deduction), and in computing the timing and amount of any such economic benefit, the Issuer shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing such deduction based upon the tax attributes ordering rules set forth in the Internal Revenue Code of 1986, as amended (the "Code"). The chief financial officer of the Issuer shall make the initial calculation of the time at which the Issuer actually receives such economic benefit and the value of such deduction and shall provide a written calculation of such determination to MSCP III; provided that if MSCP ceases to be a shareholder of the Issuer, the same shall be provided to the Compensation Committee. If MSCP III or the Compensation Committee, as the case may be, notifies the Issuer within 30 days after receipt of such calculation that it disagrees with such calculation, then the determination shall be referred to the Issuer's independent auditor whose determination shall be final and binding on the parties, absent manifest error.
Certain Tax Benefits. Acquiror acknowledges that the Company will receive certain Tax benefits arising out of (i) the payments to holders of Company Options pursuant to Section 4.3, (ii) the payment to holders of Restricted Stock Units pursuant to Section 4.4 and (iii) the realization of deferred financing costs.
