Certain Tax Liabilities Sample Clauses

Certain Tax Liabilities. (a) Notwithstanding any other provision of this Agreement, during each year SiTech may distribute to each of its members an amount equal to their respective federal and state net income tax liability resulting from their interest in SiTech, calculated to the time immediately prior to Closing, taking into account items of such year's income, loss, deduction and credit, and any other nonseparately computed items of income or loss as described in Section 1366(a) of the Internal Revenue Code (the "Code") (collectively, the "SiTech Items") imputed to such member for that year, pursuant to the terms in Section 1.6(b) below.
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Certain Tax Liabilities. The aggregate amount paid since January 1, 1992 by the Company and its Subsidiaries in respect of federal and state income tax liabilities and obligations (excluding amounts paid in respect of accrued interest thereon) related to periods prior to January 1, 1992 did not exceed the reserves for income taxes on the books of the Company and its Subsidiaries as of January 1, 1992.
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Certain Tax Liabilities. Any Liabilities arising out of the failure of Sellers to comply with the requirements and provisions of any bulk sales, bulk transfer, or similar Laws of any jurisdiction shall be treated as Retained Liabilities. ​ ​
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Certain Tax Liabilities. All liabilities and obligations for Taxes expressly allocated to Purchaser pursuant to Section 2.09 or Section 7.08(c).
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Certain Tax Liabilities. Liabilities or obligations (i) for Taxes of Seller or Seller's Affiliates except to the extent expressly allocated to Purchaser pursuant to Section 2.09 or Section 7.08(c), (ii) for Taxes that relate to the Facility, Purchased Assets, Excluded Assets or Assumed Liabilities for any Tax year or period ending before the Closing Date or for any Straddle Period, except to the extent expressly allocated to Purchaser pursuant to Section 2.09 or Section 7.08(c), (iii) for payments under any Tax allocation, sharing or similar agreement (whether oral or written) to which Seller, any Affiliate of Seller, or the Facility or Purchased Assets are subject, other than pursuant to this Agreement, (iv) imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law, (v) for Seller's share of the Transfer Taxes pursuant to Section 2.09, and (vi) for any damages or clawback resulting from the breach of any Tax Incentive Agreement at or prior to the Closing, or, if such breach is due to an act or omission of Seller or any of its Affiliates or any of their respective predecessors in interest, after the Closing.
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Certain Tax Liabilities. Purchaser and Xxxxxxx shall assume any and all liability of Seller for income or other taxes, including interest and penalties related thereto, of Sunnyvale General Devices and Instruments, Inc. and/or Xxxxxxx under that certain Asset Purchase Agreement between Sunnyvale General Devices and Instruments, Inc., Xxxxxxx and Seller dated June 1, 1999 (the "ORIGINAL PURCHASE AGREEMENT") or otherwise. Seller shall, in consideration for Purchaser's and Xxxxxxx'x assumption of such tax liabilities (i) pay to Xxxxxxx One Hundred Sixty Six Thousand Three Hundred Fifty Eight Dollars ($166,358) in six (6) equal semi-monthly installments commencing on October 11, 2001 and October 25, 2001 and continuing on the same days (or, if not a business day, the next business day thereafter) of each of the two (2) months thereafter, and (ii) reduce by Seventy Three Thousand Six Hundred Forty Two Dollars ($73,642) the liabilities that Purchase and Xxxxxxx are to assume as provided in SECTION 1.3.1(B)(II). Notwithstanding anything to the contrary contained in this Agreement, if any claims or assessments for federal, state, local or foreign taxes are made against Seller with respect to the Original Purchase Agreement or Sunnyvale General Devices and Instruments, Inc. for any period prior to June 1, 1999 or after the Closing Date, Purchaser and Xxxxxxx shall jointly and severally indemnify and hold Seller harmless from and against any such damage, liability, loss, cost or deficiency (including interest and penalties) in connection with such claims or assessments, subject to and in accordance with the procedures set forth in SECTION 6.3.
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Certain Tax Liabilities. Notwithstanding any other provision of this Section 6.9 to the contrary, Parent shall not be obligated to indemnify Purchaser for any Taxes that are accrued but not yet payable as of the Closing Date and are attributable to current operations of the Company or any of its Subsidiaries, to the extent such current period Taxes are incurred in the ordinary course of business and are attributable to the tax period that begins on the Balance Sheet Date and includes the Closing Date (which for this purpose would include, but not be limited to, estimated income tax payments, payroll and withholding taxes and corporate filing extension payments).
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Certain Tax Liabilities. Since January 1, 1997, no member of the Xxxx Centers Group has incurred (A) any material liability for Taxes under Sections 856(b), 860(c) or 4981 of the Code, or (B) a material liability for Taxes other than Taxes incurred in connection with the ordinary course of business.
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Certain Tax Liabilities. Since January 1, 1997, no member of the Vornado Realty Group or the Subsidiaries has incurred (i) any material liability for Taxes under Sections 856(b), 860(c) or 4981 of the Code which could reasonably be expected to have a Material Adverse Effect on the financial condition of Vornado and its Subsidiaries taken as a whole, or (ii) a material liability for Taxes other than Taxes incurred in connection with the ordinary course of business and such other liability for Taxes as could not be reasonably expected to have a Material Adverse Effect on the financial condition of Vornado and its Subsidiaries taken as a whole. Except as described in Section 3.12(c) of the Disclosure Schedule, to the knowledge of the Vornado Realty Group, no event has occurred, and no condition or circumstances exists, which presents a material risk that any material Tax described in the preceding sentence with respect to the period described in said sentence will be imposed upon a member of the Vornado Realty Group or the Subsidiaries.
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Related to Certain Tax Liabilities

  • Certain Taxes All transfer, documentary, sales, use, stamp, registration and other such Taxes incurred in connection with this Agreement shall be paid by Sellers when due, and Sellers will, at their own expense, file all necessary Tax returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Buyer will join in the execution of any such Tax Returns and other documentation.

  • Income Tax Liability Within ten Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) which equal or exceed $1,000,000 in the aggregate, telephonic or telecopied notice (confirmed in writing within five Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof.

  • Tax Liabilities The Investor understands that it is liable for its own tax liabilities.

  • Certain Tax Matters The undersigned expressly acknowledges the following:

  • Allocation of Tax Liabilities The provisions of this Section 2 are intended to determine each Company's liability for Taxes with respect to Pre-Distribution Periods. Once the liability has been determined under this Section 2, Section 5 determines the time when payment of the liability is to be made, and whether the payment is to be made to the Tax Authority directly or to another Company.

  • Tax Liability The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the creation or redemption of any Basket made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Trustee, the Sponsor or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon.

  • Certain Tax Elections The Company shall not file any election pursuant to Regulations Section 301.7701-3(c) to be treated as an entity other than a partnership. The Company shall not elect, pursuant to Code Section 761(a), to be excluded from the provisions of subchapter K of the Code.

  • Certain Taxes and Fees All transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement shall be paid by Sellers when due, and Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable law, Buyer will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

  • Transaction Taxes Fund is responsible for all taxes, levies, duties, and assessments levied on Services purchased under this Agreement (collectively, “Transaction Taxes”). Computershare is responsible for collecting and remitting Transaction Taxes in all jurisdictions in which Computershare is registered to collect such Transaction Taxes. Computershare shall invoice Fund for such Transaction Taxes that Computershare is obligated to collect upon the furnishing of Services. Fund shall pay such Transaction Taxes according to the terms in Section 7.3. Computershare shall timely remit to the appropriate governmental authorities all such Transaction Taxes that Computershare collects from Fund. To the extent that Fund provides Computershare with valid exemption certificates, direct pay permits, or other documentation that exempts Computershare from collecting Transaction Taxes from Fund, invoices issued for Services provided after Computershare’s receipt of such certificates, permits, or other documentation will not reflect exempted Transaction Taxes. Computershare is solely responsible for the payment of all personal property taxes, franchise taxes, corporate excise or privilege taxes, property or license taxes, taxes relating to Computershare’s personnel, and taxes based on Computershare’s net income or gross revenues relating to Services.

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