CHANGES IN TAX LIABILITY Sample Clauses

CHANGES IN TAX LIABILITY. (a) If with respect to any taxable year (i) the Group files an amended Consolidated Return reporting a consolidated tax liability different from the Group Tax Liability, (ii) the Group Tax Liability or any Member’s tax liability is adjusted and such adjustment is a part of a final “determination” as the term is defined in section 1313(a) of the Code or similar provisions of applicable law, or (iii) the Group is assessed and pays income taxes in excess of the Group Tax Liability by reason of any of the events specified in section 6213(b) or (d) of the Code or similar provisions of applicable law, then the amounts of the payments required under paragraph 3 shall be recomputed, subject to the limitations of subparagraph (c) of this paragraph 4, to give effect to such amended return, adjustment or assessment, as the case may be. Each Member shall then pay to Parent, or Parent shall then pay to each Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. Such payments shall be made no later than (i) where an additional payment of tax by the Group is due as a result of such amended return, adjustment or assessment, the later of (a) forty-five (45) days after the date of which such additional payment of tax is due and (b) forty-five (45) days after the date on which Parent notifies a Member of the amount of payment due from such Member pursuant to this subparagraph (a); or (ii) where the Group receives a refund arising from such amended return or adjustment, forty-five (45) days after the receipt of such refund. (b) If with respect to any taxable year the Group files an amended Consolidated Return reporting a consolidated tax liability identical to the Group Tax Liability, then the amounts of the payments required under paragraph 3, subject to the limitations of subparagraph (c) of this paragraph 4, shall be recomputed to give effect to such amended return. Not later than forty-five (45) days after the filing of such amended return, each Member shall pay to Parent, or Parent shall pay to each Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. (c) Subsidiary will elect under section 172(b)(3) of the Code or similar provisions of other applicable tax laws to forego the ability to carry back any loss, credit or similar tax attribute recognized after the Distribution to tax periods ending on or before the Distribution....
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CHANGES IN TAX LIABILITY. If (i) the Group Tax Liability is changed and either of such changes is part of a settlement agreement with the Internal Revenue Service or a final "determination" (as that term is defined in Section 1313(a) of the Code), or (ii) the Affiliated Group otherwise pays tax in excess of the Group Tax Liability, then the amount of the payments that each Member shall make to Newco under paragraph 4(a) or the amount of the payment required from Newco to the Member under paragraph 4(b), as the case may be, shall be recomputed by substituting in place of the Group Tax Liability and each Member's Separate Tax Amount the amount of the Group's recomputed tax liability ("Group's Recomputed Tax Liability") or the Member's recomputed tax liability ("Member's Recomputed Tax Liability") after making the adjustments described above. Not later than (i) five (5) days before the due date for any additional payment of tax by the Affiliated Group, or (ii) five (5) days after the receipt of a refund or (iii) five (5) days after the event giving rise to the recomputation if such event will not result in the payment of additional tax or the receipt of a refund, each Member shall pay to Newco, or Newco shall pay to the Member, as the case may be, the difference between the Member's Recomputed Tax Liability and the amount previously paid.
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CHANGES IN TAX LIABILITY. (a) If the Subsidiary Tax Liability is changed as the result of the filing of an amended Consolidated Return or of any final administrative or judicial determination (including a final "determination" as defined in Section 1313 (a) of the Code) with respect to Consolidated Returns actually filed by the Group, then the amount of the payments required from Subsidiary to Parent under paragraph 2 (b) or the amount of the payment required from Parent to Subsidiary under paragraph 2 (d) (i), as the case may be, shall be recomputed by substituting the amount of Subsidiary Tax Liability (or Subsidiary Tax Refund) after the adjustments described above, plus the amount of any interest or penalties incurred with respect to such adjustments that are properly allocable (as determined by Parent) to Subsidiary, in place of Subsidiary Tax Liability (or Subsidiary Tax Refund), provided that the principles of paragraph 1 (b) (vii) shall be applied in connection with such recomputation notwithstanding any contrary determination. If such filing of an amended Consolidated Return or such final determination results in an increase in the Subsidiary Tax Liability, Subsidiary shall pay to Parent not later than ten days after such filing or such final determination an amount equal to the excess of the new Subsidiary Tax Liability over the amount previously paid to Parent by Subsidiary. If such filing of an amended Consolidated Return or such final determination results in a Subsidiary Tax Refund or increases the amount of a Subsidiary Tax Refund, Parent shall pay to Subsidiary not later than ten days after such filing or receiving such refund an amount equal to the excess of the new Subsidiary Tax Refund over the amount previously paid to Subsidiary by Parent. The parties recognize that such new liability (or refund) for any taxable year is not necessarily Subsidiary's final liability (or refund) for that year, and may be recomputed more than once.
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CHANGES IN TAX LIABILITY. If the Argyle TV Group Tax Liability is changed as the result of any administrative settlement or final determination which is not litigated by Group or in a final judicial determination, then the amount of payment required from Argyle TV to Parent pursuant to paragraph 2(a) shall be recomputed by substituting the amount of the Argyle TV Group Tax Liability after the adjustments described above in place of the Argyle TV Group Tax Liability as previously computed. Not later than ten days after such final determination, Argyle TV shall pay to Parent or Parent shall pay to Argyle TV, as the case may be, the difference between the new Argyle TV Group Tax Liability, including any interest or penalties imposed in respect of the new Argyle TV Group tax liabilities and the amounts previously paid. The parties recognize that such new liability is not necessarily Argyle TV's final liability for that year and may be recomputed more than once.
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CHANGES IN TAX LIABILITY. In the event that the state of California enacts legislation to conform state law to federal law in treating Contributions as taxable income to the Utility, the Utility may increase the amount it collects from the Contributor to include its estimate of the tax resulting therefrom. In the event that any such legislation is applied on a retroactive basis, the Utility may collect such tax for the retroactive period through general rates or surcharges. The Utility shall inform Applicant of the final cost of the installation of all services and the resulting ITCC thereon.
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CHANGES IN TAX LIABILITY. (i) For any given Consolidated Tax Year of any Parent Group that includes the Company, the Company shall pay to Parent, or Parent shall refund to the Company, an amount equal to the difference between the Company’s allocable share of a Revised Tax Liability for such Consolidated Tax Year and the amounts previously paid or refunded in respect of such Consolidated Tax Year by the Company or Parent (as the context may require). The Parties recognize that a Revised Tax Liability for any Consolidated Tax Year of any Parent Group that includes the Company is not necessarily such Parent Group’s or the Company’s final tax liability for that Consolidated Tax Year, and may be recomputed in accordance with this clause (d) more than once. (ii) A payment or refund required under clause (d)(i) above shall be made by the Company or Parent (as the context may require) no later than (A) five (5) days prior to the date on which Parent is required to make an additional payment of tax with respect to a Revised Tax Liability of the applicable Parent Group that includes the Company, or (B) five (5) days after the receipt of a refund attributable to a Revised Tax Liability by the applicable Parent Group that includes the Company. (iii) A payment or refund required under clause (d)(i) above to be made by the Company or Parent (as the context may require) shall include a portion of any interest and/or penalty paid, credited or assessed by the applicable Taxing Authority that is allocated to the Company in proportion with its respective adjustments reflected in the Revised Tax Liability. The amounts payable by the Company or the Parent pursuant to this clause (d)(iii) shall be paid at the same time the amounts payable by them pursuant to clause (d)(i) are paid. (iv) A payment or refund required under clause (d)(i) or (d)(ii) above shall not bear interest.
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CHANGES IN TAX LIABILITY. (a) Parent shall be solely responsible for, and shall hold TNT Holding harmless from loss or expense in respect of, any Taxes owing in respect of (i) any consolidated federal income tax return that includes Parent, (ii) any Unitary Return that includes Parent and is not a Post-Closing Unitary Return, and (iii) any state, local, or foreign income or similar tax return of Parent or a Subsidiary, to the extent that such Taxes arise from income earned on or prior to the Closing Date, which shall be determined by a closing of the books as of the close of business on the Closing Date. (b) Except as otherwise provided in this Agreement , TNT Holding shall be solely responsible for, and shall hold True North harmless from loss or expense in respect of, any Taxes owing in respect of (I) any consolidated or other federal income tax return for periods ending after the Closing Date that does not include Parent but does include TNT Holding or any subsidiary of TNT Holding, (ii) any Unitary Return that includes TNT Holding or any subsidiary of TNT Holding for taxable periods ending after the Closing Date which is not a Post-Closing Unitary Return, and (iii) any state, local, or foreign income or similar tax return of TNT Holding which is not a Unitary Return, to the extent that such Taxes arise from income earned by TNT Holding after the Closing Date, which shall be determined by a closing of the books as of the close of business on the Closing Date. (c) If for any period ending after the Closing Date with respect to jurisdictions in which a Post-Closing Unitary Return is filed: (i) the Group files an amended Post-Closing Unitary Return, (ii) the Group's tax liability is adjusted, or (iii) the Group is assessed and pays additional Taxes, then the amount of the payments required under Section 2(b) and 2(c) shall be recomputed to give effect to such amended return, adjustment or assessment, as the case may be. TNT Holding shall then pay to Parent, or Parent shall then pay to TNT Holding, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid, appropriately adjusted for any interest and penalties assessed and paid.
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CHANGES IN TAX LIABILITY a. For any given Consolidated Return Year, each Subsidiary shall pay to Parent, and Parent shall refund to each Subsidiary, an amount equal to the excess of a Revised Tax Liability over the amounts previously paid for such taxable year by the relevant party (as the context may require). The parties recognize that the Revised Tax Liability for any taxable year is not necessarily the Parent's or a Subsidiary's final tax liability for that taxable year, and may be recomputed in accordance with this Section 5(a) more than once. b. A payment or refund required under Section 5(a) above shall be made (as the context may require) no later than (i) five (5) days prior to the date on which Parent is required to make an additional payment of tax with respect to a Revised Tax Liability, (ii) five (5) days after the receipt of a refund attributable to a Revised Tax Liability or (iii) five (5) days after the event giving rise to a Revised Tax Liability if such event does not result in the payment of additional tax or the receipt of a refund. c. A payment or refund required under Section 5(a) above shall include a portion of any interest and/or penalty paid or credited by the Internal Revenue Service that is allocated to a Subsidiary in proportion with its respective adjustments. The amounts payable to or by the Subsidiary pursuant to this Section 5(c) shall be paid at the same time the amounts payable pursuant to Section 5(a) are paid. d. Other than as provided in Section 5(c), a payment or refund required under Section 5(a) above shall not bear interest.
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CHANGES IN TAX LIABILITY 
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Related to CHANGES IN TAX LIABILITY

  • Changes in Tax Laws In the event that, subsequent to the Closing Date, (1) any changes in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (2) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (3) compliance by Agent or any Lender with any request or directive (whether or not having the force of law) from any Governmental Authority: (i) does or shall subject Agent or any Lender to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made or Letters of Credit issued hereunder, or change the basis of taxation of payments to Agent or such Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or local taxing authorities with respect to interest or commitment Fees or other Fees payable hereunder or changes in the rate of tax on the overall net income of Agent or such Lender); or (ii) does or shall impose on Agent or any Lender any other condition or increased cost in connection with the transactions contemplated hereby or participations herein; and the result of any of the foregoing is to increase the cost to Agent or any such Lender of issuing any Letter of Credit or making or continuing any Loan hereunder, as the case may be, or to reduce any amount receivable hereunder, then, in any such case, Borrowers shall promptly pay to Agent or such Lender, upon its demand, any additional amounts necessary to compensate Agent or such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as determined by Agent or such Lender with respect to this Agreement or the other Loan Documents. If Agent or such Lender becomes entitled to claim any additional amounts pursuant to this Section 1.11(b), it shall promptly notify Borrower Representative of the event by reason of which Agent or such Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or such Lender to Borrower Representative (with a copy to Agent) shall, absent manifest error, be final, conclusive and binding for all purposes.

  • Income Tax Liability Within ten (10) 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, or assess or propose the collection of Taxes required to have been withheld by, the Borrower which equal or exceed $100,000 in the aggregate, telephonic or facsimile notice (confirmed in writing within five (5) Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof;

  • 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.

  • 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.

  • Redemption for Changes in Taxes The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section 3.04), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note Guarantee, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

  • 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 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, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

  • Adverse Tax Consequences Notwithstanding anything to the contrary in this Agreement, the General Partner shall have the authority (but shall not be required) to take any steps it determines are necessary or appropriate in its sole and absolute discretion to prevent the Partnership from being taxable as a corporation for Federal income tax purposes. In addition, except with the Consent of the General Partner, no Transfer by a Limited Partner of its Partnership Interests (including any Redemption, any conversion of LTIP Units into Partnership Common Units, any other acquisition of Partnership Units by the General Partner or any acquisition of Partnership Units by the Partnership) may be made to or by any Person if such Transfer could (i) result in the Partnership being treated as an association taxable as a corporation; (ii) result in a termination of the Partnership under Code Section 708; (iii) be treated as effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Code Section 7704 and the Regulations promulgated thereunder, (iv) result in the Partnership being unable to qualify for one or more of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”) or (v) based on the advice of counsel to the Partnership or the General Partner, adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Code Section 857 or Code Section 4981.

  • Certain Tax Matters (a) The parties hereto shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax Returns.

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

  • 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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