Certain Tax Liabilities of Newco Sample Clauses

Certain Tax Liabilities of Newco. The Newco Shareholders shall estimate in good faith any Tax liabilities of Newco that have not been paid to the relevant Taxing Authority as of the Closing Date, including, without limitation, any Tax liabilities for the fiscal year ended December 31, 2000 and the period from January 1, 2001 through the Closing Date (the "Newco Tax Liability" and such estimate, the "Estimated Newco Tax Liability"). The amount of the Estimated Newco Tax Liability shall be deducted from that portion of the Purchase Price otherwise payable to the Newco Shareholders, pursuant to Exhibit C-2, on the Closing Date on a pro rata basis among the Newco Shareholders in accordance with their respective Newco Share Percentage Interests. Within 15 days after actual receipt by the Newco Shareholders of Newco's Form K-1's from the Company's Income Tax Returns for the period ending on the Closing Date, which Tax Returns shall be prepared in accordance with Section 6.10(c)(i) of this Agreement, the Newco Shareholders shall determine the actual amount of the Newco Tax Liability (which amount shall be calculated by reference to the manner in which Newco's Income Tax Returns are required to be prepared under Section 6.10(c)(i) of this Agreement), net of the amount, if any, of the Newco Taxes paid by the Newco Shareholders to Buyer after the Closing Date (the "Revised Newco Tax Liability") and shall provide to Buyer a statement thereof in reasonable detail. If the actual Revised Newco Tax Liability, as finally determined, exceeds the Estimated Newco Tax Liability, each of the Newco Shareholders shall pay to Buyer, on a pro rata basis in accordance with their respective Newco Share Percentage Interests, its portion of the amount of such excess within 5 days after the delivery of the statement of actual Revised New Tax Liability. If the actual Revised Newco Tax Liability, as finally determined, is less than the Estimated Newco Tax
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Related to Certain Tax Liabilities of Newco

  • Certain Taxes All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement, shall be paid by the Acquiror Principal Shareholder when due, and the Acquiror Principal Shareholder will, at their 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, the Acquiree will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

  • 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.

  • Gross-up for Certain Taxes 6.1.1 If it is determined by the Company’s independent auditors that any benefit received or deemed received by the Executive from the Company pursuant to this Agreement or otherwise, whether or not in connection with a Change in Control (such monetary or other benefits collectively, the “Potential Parachute Payments”) is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, “Excise Taxes”), then the Company shall, subject to Sections 6.6 and 6.7, within five business days after such determination, pay the Executive an amount (the “Gross-up Payment”) equal to the product of:

  • 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.

  • 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.

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

  • 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.

  • Allocation of Tax Liability In the event that any tax is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the Owners in proportion to their respective Sharing Ratios. The Owner Trustee is hereby authorized to retain from amounts otherwise distributable to the Owners sufficient funds to pay or provide for the payment of, and then to pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

  • Certain Tax Consequences In the event that the Executive becomes entitled to the payments and benefits described in this Section 5 (the "Severance Benefits"), if any of the Severance Benefits will be subject to any excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of an Excise Tax on the Severance Benefits and any federal, state and local income and employment tax and Excise Tax upon the payment provided for by this Section 5, shall be equal to the Severance Benefits. For purposes of determining whether any of the Severance Benefits will be subject to the Excise Tax and the amount of such Excise Tax,

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