CHANGES IN TAX LIABILITY Sample Clauses
The "Changes in Tax Liability" clause defines how adjustments in tax laws or interpretations affect the obligations of the parties under the agreement. Typically, this clause stipulates that if a change in tax law increases or decreases the tax burden related to the contract, the parties may need to renegotiate payment terms or adjust prices accordingly. For example, if a new tax is imposed on a service provided under the contract, the cost may be passed on to the buyer. The core function of this clause is to allocate the risk of tax law changes, ensuring that neither party is unfairly disadvantaged by unforeseen tax liabilities during the contract term.
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....
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.
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.
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.
CHANGES IN TAX LIABILITY. In the event that the state of California enacts legislation to treat Contributions as taxable income to the Utility that California had previously treated as nontaxable income, 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.
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.
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.
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.
CHANGES IN TAX LIABILITY