Certain Tax Payments. Each Limited Partner hereby authorizes the Partnership to pay on behalf of or with respect to such Limited Partner any amount of federal, state, local or foreign taxes that the General Partner determines, in its sole discretion, that the Partnership is required to pay with respect to any amount distributable, allocable or payable to such Limited Partner pursuant to this Agreement, including, without limitation, any taxes required to be paid by the Partnership pursuant to Code Section 1441, Code Section 1442, Code Section 1445 or Code Section 1446. Any amount paid on behalf of or with respect to a Limited Partner shall constitute a loan by the Partnership to such Limited Partner, which loan shall be repaid by such Limited Partner within fifteen (15) days after notice from the General Partner that such payment must be made unless (i) the Partnership withholds such payment from a distribution that would otherwise be made to the Limited Partner or (ii) the General Partner determines, in its sole and absolute discretion, that such payment may be satisfied out of the Available Funds of the Partnership that would, but for such payment, be distributed to the Limited Partner. Each Limited Partner hereby unconditionally and irrevocably grants to the Partnership a security interest in such Limited Partner’s Partnership Interest to secure such Limited Partner’s obligation to pay to the Partnership any amounts required to be paid pursuant to this Section 10.5B. In the event that a Limited Partner fails to pay any amounts owed to the Partnership pursuant to this Section 10.5B within fifteen (15) days after the notice from the General Partner specified above, then the General Partner may, in its sole and absolute discretion, either (x) elect to make the payment to the Partnership on behalf of such defaulting Limited Partner, and in such event shall be deemed to have loaned such amount to such defaulting Limited Partner and shall succeed to all rights and remedies of the Partnership as against such defaulting Limited Partner (including, without limitation, the right to receive distributions), or (y) cause the Partnership to redeem from such Limited Partner a number of Partnership Common Units (or fraction thereof) equal to the quotient obtained by dividing (i) the aggregate amount owed by such Limited Partner to the Partnership pursuant to this Section 10.5B, by (ii) the product of (1) the Adjustment Factor in effect as of date of redemption specified by the General Partn...
Certain Tax Payments. The Company will make tax gross-up payments to -------------------- Employee in an amount that will be sufficient to cover the federal and state income taxes incurred by Employee as a result of the payments made under Section 3.6 and Section 3.7 (including federal and state income taxes incurred as a result of such gross-up payments).
Certain Tax Payments. (a) For purposes of this Section 9.10, the following terms shall have the following meanings:
Certain Tax Payments. The Buyer shall be responsible for the payment of any income tax liability resulting from a disallowance of the tax deduction of the aggregate $400,000 in bonuses to the directors of the Company and the Subsidiary for fiscal 2003 set forth on the Company's and/or the Subsidiary's federal and state or franchise tax returns.
Certain Tax Payments. For any period or portion thereof during which the Company is treated as a member of any consolidated, combined, affiliated or other group for U.S. federal or applicable state income tax purposes, and an EAH or an affiliate thereof is the common parent of such group for U.S. federal or applicable state income tax purposes, the Company and such common parent shall enter into the tax sharing agreement in the form attached hereto as Exhibit A on the date the Company becomes a member of such consolidated, combined, affiliated or other group for U.S. federal or applicable state income tax purposes.
Certain Tax Payments. If the Company Group (as such term is defined in the definition of "Permitted Tax Payment" in Section 1.1 of this Agreement) would, assuming it has filed a separate federal consolidated income tax return for each taxable year ending after April 18, 1989, be entitled to a refund of federal income tax, together with interest thereon, for a taxable year (whether resulting from a tax attribute carryback or otherwise) (a "Refund"), then CB Holdings shall pay (at the time a Refund is received by CB Holdings from the Internal Revenue Service or a final determination is otherwise made with respect to items resulting in a Refund) an amount equal to the Refund to the Company; provided that the amount -------- of such payment shall not exceed the amount paid by the Company as a Permitted Tax Payment for such taxable year plus interest on such amount at the rate specified in Section 6621 of the Code for overpayments of tax. In the event that CB Holdings and any member of the Company Group join in filing any combined or consolidated (or similar) state or local income or franchise tax returns for a taxable year and a member of the Company Group is entitled to a refund of state or local income or franchise taxes with respect to such taxable year, then CB Holdings shall pay (at the time it receives such refund from such taxing authority) an amount to the Company determined in a manner as similar as possible to that provided in the preceding sentence for federal income taxes. Any refund (together with interest actually received thereon) of taxes paid by a member of the Company Group for a taxable year ending prior to such member's becoming a member of the CB Holdings Group (whether such refund arises from a tax attribute carryback from the CB Holdings Group or otherwise) shall be the property of such member.
Certain Tax Payments. The Borrower and its Subsidiaries shall not pay (directly or by way of dividend or distribution) an amount with respect to taxes in excess of the amount the Borrower and its Subsidiaries are permitted to pay pursuant to the Tax Sharing Agreement.
Certain Tax Payments. On or after the execution and delivery of the Tax Allocation Agreement, the Borrower and its Subsidiaries shall pay (directly or by way of dividend or distribution) an amount with respect to taxes in excess of the amount the Borrower and its Subsidiaries are permitted to pay pursuant to the Tax Allocation Agreement; then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims against any Credit Party (provided that, if an Event of Default specified in Section 10.05 shall occur with respect to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i) and (ii) below shall occur automati-cally without the giving of any such notice): (i) declare the Total Commitment terminated, where-upon all Commitments of each Lender shall forthwith terminate immediately and any Commitment Commission shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (iii) terminate any Letter of Credit which may be termi-nated in accordance with its terms; (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 10.05 with respect to the Borrower, it will pay) to the Collateral Agent at the Payment Office such additional amount of cash or Cash Equivalents, to be held as security by the Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and then outstanding; (v) enforce, as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents; and (vi) apply any cash collateral held by the Administrative Agent pursuant to Section 4.02 to the repayment of the Obligations.
Certain Tax Payments. The Company will make tax gross-up payments to -------------------- Employee in an amount that will be sufficient to cover the federal and state income taxes incurred by Employee as a result of the payments made under Section Error! Reference source not found. and Section Error! Reference source not found. (including federal and state income taxes incurred as a result of such gross-up payments).
Certain Tax Payments. 27 8.5. Termination of Profit Sharing Plan..............................28
