Characterization of Payment Sample Clauses

Characterization of Payment. For all Tax purposes, the parties agree to treat any and all payments under Section 2.4, and any indemnity payments made between the parties pursuant to this Agreement as an adjustment to the purchase price.
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Characterization of Payment. For all Tax purposes, except as otherwise mandated by applicable law, the parties hereto agree to treat, and to cause their respective affiliates to treat (a) any payments that have arisen or will arise under this Agreement for a taxable period beginning on or before and ending after the Distribution Date and will not have become fixed and ascertainable until after the Distribution as occurring immediately before the Distribution; (b) any payment to a party required by this Agreement as either a contribution by GP to NPDC or a distribution by NPDC to GP, as the case may be, occurring immediately prior to the Distribution; (c) any payment of interest (or non-federal income Taxes) by the IRS (or the relevant state, local or foreign Governmental Authority) as taxable to the party entitled under this Agreement to retain such payment; and (d) any payment of interest (or non-federal income Taxes) to the IRS (or the relevant state, local or foreign Governmental Authority) as deductible to the party required under this Agreement to make such payment; provided, however, that in the event it is determined as a result of a Final Determination that any such treatment described in this Section is not permissible, the payment in question shall be adjusted to place the parties in the same after-tax position they would have enjoyed absent such Final Determination.
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Characterization of Payment. Any indemnity payment made pursuant --------------------------- to this Article shall be treated by Purchaser and Seller as an adjustment to the Purchase Price.
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Characterization of Payment. For all Tax purposes, except as otherwise mandated by applicable law, the parties hereto agree to treat, and to cause their respective affiliates to treat (a) any payment to a party required by this Agreement as either a contribution by AT&T to AT&T Broadband or a distribution by AT&T Broadband to AT&T, as the case may be, occurring immediately prior to the Distribution; (b) any payment of interest (or non-federal income Taxes) by the IRS (or the relevant state, local or foreign Governmental Authority) as taxable to the party entitled under this Agreement to retain such payment; and (c) any payment of interest (or non-federal income Taxes) to the IRS (or the relevant state, local or foreign Governmental Authority) as deductible to the party required under this Agreement to make such payment; provided, however, that in the event it is determined as a result of a Final Determination that any such treatment described in this Section is not permissible, the payment in question shall be adjusted to place the parties in the same after-tax position they would have enjoyed absent such Final Determination.
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Characterization of Payment. Each of the Parties acknowledges that any payment made pursuant to this Section 10.2 is a payment of liquidated damages, which is a genuine pre-estimate of the damages which the Purchaser will suffer or incur as a result of the termination of this Agreement and is not a penalty. Upon receipt of any payment made pursuant to this Section 10.2, the Purchaser shall not have any further claim against the Parent or any of its Affiliates (including the Seller) arising from or in connection with this Agreement, and the Purchaser acknowledges and agrees that such payment shall be the sole and exclusive remedy it and any of its Affiliates are entitled to arising from or in connection with this Agreement and the termination thereof, provided that such payment shall not relieve a Party from any liability for any wilful breach of Section 8.6 or 11.6.
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Characterization of Payment. The Parties intend and hereby stipulate that the Settlement Payment set forth in Paragraph 3 is comprised of the following component parts. The Settlement Payment will be paid as follows:
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Related to Characterization of Payment

  • Characterization of Payments It is the intention of the parties to this Agreement that payments made pursuant to this Agreement are to be treated as relating back to the Distribution as an adjustment to capital (i.e., capital contribution or distribution), and the parties shall not take any position inconsistent with such intention before any Tax Authority, except to the extent that a final determination (as defined in Section 1313 of the Code) with respect to the recipient party causes any such payment not to be so treated.

  • Confirmation of Payment The Administrative Agent and the Lenders will, upon request after payment of the Credit Party Obligations which are the subject of this Guaranty and termination of the Commitments relating thereto, confirm to the Borrower, the Guarantors or any other Person that such indebtedness and obligations have been paid and the Commitments relating thereto terminated, subject to the provisions of Section 10.2.

  • Acceleration of Payment Notwithstanding anything to the contrary contained in this Agreement, the Committee shall have the right, at any time in its sole discretion, to accelerate the time of a payment under this Agreement to a time otherwise permitted under Section 409A in accordance with the requirements, restrictions and limitations of Treasury Regulation Section 1.409A-3(j).

  • Application of Payment The monthly housing assistance payment shall be credited against the monthly rent to owner for the contract unit.

  • Distribution of Payments On and after the Effective Date, the Agent shall make all payments under the Loan Documents in respect of each Assigned Interest (a) in the case of amounts accrued to but excluding the Effective Date, to Assignor and (b) otherwise, to Assignee.

  • Cessation of Payments The right to cease all severance payments to Executive hereunder.

  • Tax Characterization Each party to this Agreement (a) acknowledges that it is the intent of the parties to this Agreement that, for accounting purposes and for all Federal, state and local income and franchise tax purposes, the Series 2009-1 Notes will be treated as evidence of indebtedness, (b) agrees to treat the Series 2009-1 Notes for all such purposes as indebtedness and (c) agrees that the provisions of the Related Documents shall be construed to further these intentions.

  • Allocation of Payments The Assignor and the Assignee agree that (i) the Assignor shall be entitled to any payments of principal with respect to the Assigned Interest made prior to the Assignment Date, together with any interest and fees with respect to the Assigned Interest accrued prior to the Assignment Date, (ii) the Assignee shall be entitled to any payments of principal with respect to the Assigned Interest made from and after the Assignment Date, together with any and all interest and fees with respect to the Assigned Interest accruing from and after the Assignment Date, and (iii) the Agent is authorized and instructed to allocate payments received by it for account of the Assignor and the Assignee as provided in the foregoing clauses. Each party hereto agrees that it will hold any interest, fees or other amounts that it may receive to which the other party hereto shall be entitled pursuant to the preceding sentence for account of such other party and pay, in like money and funds, any such amounts that it may receive to such other party promptly upon receipt.

  • Acceleration of Payments Except as specifically permitted herein, no acceleration of the time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, payments may be accelerated, in accordance with the provisions of Treasury Regulation §1.409A-3(j)(4) in the following circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements with the federal government; (iii) in compliance with the ethics laws or conflicts of interest laws; (iv) in limited cashouts (but not in excess of the limit under Code §402(g)(1)(B)); (v) to pay employment-related taxes; or (vi) to pay any taxes that may become due at any time that the Agreement fails to meet the requirements of Code Section 409A.

  • Sale Characterization The Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for consolidated accounting purposes) in any manner other than as a true sale, contribution or absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Assets Conveyed or purported to be Conveyed hereunder; provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP if any consolidated financial statements of the Seller contain footnotes that the Transferred Assets have been sold or contributed to the Purchaser.

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