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.
(b) The tax liabilities described in Section 1.6
(a) above shall be calculated by the following method; Each member shall submit to an independent Certified Public Accountant, mutually agreed upon by SiTech and Mentor (the "CPA"), two sets of federal and state tax returns, with and without the SiTech Items. The CPA may not alter the members tax returns as submitted, but may, in calculating the net tax effect of the SiTech items, make only those changes necessary to correct numerical errors or to comply with federal and state law. The aggregate difference in each members' net tax liability due to the inclusion of the effect of such member's interest in SiTech, as determined by the CPA, shall be distributed to each member by SiTech on either an annual or quarterly basis, to coincide with each member's filing obligations, within 30 days of the CPA completing his or her review of each member's tax returns. The expenses associated with the CPA will be borne by SiTech in the ordinary course of business.
(c) After the Closing Date, and solely with respect to each annual or quarterly tax period for a member (i) that either includes the Closing Date or for which distributions pursuant to Section 1.6(a) could not reasonably have been made prior to the Closing Date due to the time requirements set forth in Section 1.6(b) above and (ii) for which distributions have not been made to such member pursuant to Section 1.6(a), Mentor hereby agrees to distribute to each of the members of SiTech (who are members of SiTech as of the Closing Date) an amount equal to their respective federal and state net income tax liability resulting from their interest in SiTech, with respect and calculated to the time ending immediately prior to Closing, taking into account the SiTech Items imputed to such member for that year, pursuant to the terms of Section 1.6(b) above.
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.
Certain Tax Liabilities. Since January 1, 1997, no member of the ▇▇▇▇ 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.
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.
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).
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.
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.
Certain Tax Liabilities. All liabilities and obligations for Taxes expressly allocated to Purchaser pursuant to Section 2.09 or Section 7.08(c).
Certain Tax Liabilities. Purchaser and ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ under that certain Asset Purchase Agreement between Sunnyvale General Devices and Instruments, Inc., ▇▇▇▇▇▇▇ and Seller dated June 1, 1999 (the "ORIGINAL PURCHASE AGREEMENT") or otherwise. Seller shall, in consideration for Purchaser's and ▇▇▇▇▇▇▇'▇ assumption of such tax liabilities (i) pay to ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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.