Character and Effect of Payments Sample Clauses

Character and Effect of Payments. The Parties agree that for income -------------------------------- and other Tax purposes all amounts paid pursuant to this Agreement by one Party to the other Party (other than interest payments pursuant to Section 9.2) shall be treated by the Parties as made directly to the third parties to which such payment is due. If, notwithstanding such treatment by the Parties, any payment by either Party is determined to be taxable to the other Party by any Taxing Authority, the payor shall also indemnify the other Party for the amount of any Taxes and related Expenses payable by the other Party by reason of the receipt of such payment. In addition, the amount of any indemnity payment due under this Agreement shall be computed by properly taking into account any Tax Benefit actually realized by the recipient from the payment of the item at issue (net of the Taxes and related Expenses described in the preceding sentence).
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Character and Effect of Payments. All amounts paid --------------------------------- pursuant to this Agreement by one party to another party (other than interest payable under Section 4.04, above) shall be treated by such parties as intercompany settlements or liabilities existing on the Distribution Date for income tax and other tax purposes.
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Character and Effect of Payments. All amounts paid pursuant to this Agreement by one party to another, including all payments in discharge of an outstanding balance in an Intercompany Account, shall be treated by the parties for all Tax purposes as non-taxable recoveries of capital in the nature of intercompany settlements of liabilities existing on or before the Deconsolidation Date, other than Post-Deconsolidation Correlative Amounts. With respect to Post-Deconsolidation Correlative Amounts or if, notwithstanding such treatment by the parties, as a result of a Final Determination the federal, state, local or foreign income tax liability of any party hereto shall be increased as a result of its receipt of a payment pursuant to this Agreement, such payment shall be appropriately adjusted so that the amount of such payment, as adjusted, reduced by the amount of all income taxes payable with respect to the receipt thereof (but taking into account all correlative tax benefits resulting from the payment of such income taxes), shall equal the amount of the payment which the party receiving such payment would otherwise be entitled to received pursuant to this Agreement.
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Character and Effect of Payments. The Parties agree that for income and other Tax purposes all amounts paid pursuant to this Agreement by one Party to the other Party (other than interest payments pursuant to Section 7.2) shall be treated by the Parties as adjustments of the cash amount due to VideoPropulsion under Exhibit D of the Contribution Agreement on the Date of Distribution. All other payments made by either Party pursuant to this Agreement directly to third parties shall be treated as the discharge of liabilities incurred by such Party with respect to transactions occurring on or before the Date of Distribution. Except as provided in section 2.4(b), if, notwithstanding such treatment by the Parties, any payment by either Party is determined to be taxable to the other Party by any Taxing Authority, the payor shall also indemnify the other Party for fifty percent (50%) of the amount of any Taxes and related Expenses payable by the other Party by reason of the receipt of such payment. In addition, the amount of any indemnity payment due under this Agreement shall be computed by properly taking into account any Tax Benefit actually realized by the recipient from the payment of the item at issue.
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Related to Character and Effect of Payments

  • Effect of Payment Payment to the Beneficiary shall completely discharge the Company's obligations under this Plan.

  • Manner and Effect of Termination Written notice of any termination ("Termination Notice") pursuant to this Section 10 shall be given by the party electing termination of this Agreement ("Terminating Party") to the other party or parties (collectively, the "Terminated Party"), and such notice shall state the reason for termination. The party or parties receiving Termination Notice shall have a period of ten (10) days after receipt of Termination Notice to cure the matters giving rise to such termination to the reasonable satisfaction of the Terminating Party. If the matters giving rise to termination are not cured as required hereby, this Agreement shall be terminated effective as of the close of business on the tenth (10th) day following the Terminated Party's receipt of Termination Notice. Upon termination of this Agreement prior to the consummation of the Closing and in accordance with the terms hereof, this Agreement shall become void and of no effect, and none of the parties shall have any liability to the others, except that nothing contained herein shall relieve any party from: (a) its obligations under Sections 2.2 and 2.3; or (b) liability for its intentional breach of any representation, warranty or covenant contained herein, or its intentional failure to comply with the terms and conditions of this Agreement or to perform its obligations hereunder.

  • Authorization and Effect of Agreement Sellers have all requisite power and authority to execute and deliver this Agreement and all of the other agreements, certificates and other documents delivered or to be delivered on or after the date hereof and at or prior to the Closing in connection with the transactions contemplated hereby (the "Ancillary Documents") to which each is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Sellers of this Agreement and the Ancillary Documents to which each is or will be a party and the consummation by Sellers of the transactions contemplated hereby and thereby to be consummated by the Sellers have been duly authorized by all necessary corporate action on the part of Sellers, including, without limitation, all requisite approval by the stockholders of the Sellers pursuant to the Articles of Incorporation or By-Laws or other organizational documents of Sellers or otherwise. This Agreement and the Ancillary Documents to which each Seller is or will be a party have been or will be, as the case may be, duly executed and delivered by each Seller and constitute or will constitute, as the case may be, valid and binding obligations of Sellers, enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar Laws of general application affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies (whether applied in a proceeding at law or equity).

  • Execution and Effect of Agreement Buyer has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the performance of Buyer’s obligations hereunder have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

  • Continuing Effect of Agreement Any provision of this Agreement which is capable of being performed after Completion but which has not been performed at or before Completion shall remain in full force and effect notwithstanding Completion.

  • Effect of Agreement Nothing herein contained shall be deemed to require to the Trust to take any action contrary to its Declaration of Trust or its By-Laws or any applicable law, regulation or order to which it is subject or by which it is bound, or to relieve or deprive the Trustees of the Trust of their responsibility for and control of the conduct of the business and affairs of the Trust.

  • Revocation and Effect of Consent Until an amendment or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the Note of the consenting Holder, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note or portion of its Note. Such revocation shall be effective only if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver shall become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then, notwithstanding the last two sentences of the immediately preceding paragraph, those persons who were Holders at such record date (or their duly designated proxies) and only those persons shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

  • Effect of Plan The Award Shares shall constitute Restricted Stock and this grant shall constitute an Award, each as defined in the Company’s Amended and Restated 2014 Flexible Incentive Plan (the “Plan”). This Agreement is expressly subject to the terms and provisions of the Plan and in the event there is a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall control. All undefined capitalized terms used herein shall have the meanings assigned in the Plan. The Award is subject to all laws, approvals, requirements and regulations of any governmental authority which may be applicable thereto.

  • Revocation and Effect of Consents Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder's Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

  • Binding Effect of Agreement This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, assigns and legal representatives.

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