Combined Taxes Clause Samples
Combined Taxes. Not later than fifteen (15) days following the completion and delivery to Holding of the Pro Forma Holdings Group Combined Return of any for any Pre-Deconsolidation Period, Holdings shall pay to Continental, or Continental shall pay to Holdings, as appropriate, an amount equal to (i) the difference, if any, between the Holdings Group Combined Tax Liability for the Pre-Deconsolidation Period and the amounts paid by Holdings with respect to such period under Sections 4.5(b) and (c) of this Agreement and Section 4.5(b) of the Original Tax Agreement, plus (ii) interest on such amount computed (A) in the case of payments from Holdings to Continental, under principles of Code Sections 6601 and 6655 substituting the Agreed Rate for the interest rates provided for in such Code sections, and (B) in the case of payments from Continental to Holdings, under principles of Code Section 6611 substituting the Agreed Rate for the interest rates provided for in such Code section.
Combined Taxes. SCL shall pay (or cause to be paid) to the appropriate Tax Authorities all Combined Taxes with respect to any Combined Return due and payable for all Pre-Deconsolidation Periods; provided that, with respect to those Tax Returns described in clauses (ii) and (iii) of the definition of "Combined Return," SCL shall pay (or cause to be paid) to the appropriate Tax Authorities all Taxes due with respect to any Tax Return of SCL (or any SCL Affiliate) and ▇▇▇▇ shall pay (or cause to be paid) to the appropriate Tax Authorities all Taxes due with respect to any Tax Return of ▇▇▇▇ (or any ▇▇▇▇ Affiliate).
Combined Taxes. In the case of any Tax Claim with respect to any Tax of any ▇▇▇▇▇▇ Consolidated Group that is not a Transaction Tax, (i) to the extent permitted by applicable Law, each Party will control the defense of the portion of the Tax Claim directly and exclusively related to any proposed adjustment by a Tax Authority that would create or increase a Tax liability for which it would be exclusively liable under this Agreement and (ii) in all other cases, the Parties will cooperate in good faith to achieve, as closely as possible, the same effect as if applicable Law did not prevent the application of clause (i).
Combined Taxes. Not later than fifteen (15) business days following the completion of any pro forma ▇▇▇▇ Group Combined Return pursuant to Section 4.2, ▇▇▇▇ shall pay to SCL, or SCL shall pay to ▇▇▇▇, as appropriate, an amount equal to the difference, if any, between the ▇▇▇▇ Group Combined Tax liability for the Pre-Deconsolidation Period and the amounts paid by ▇▇▇▇ with respect to such period under Section 4.4(b) of this Agreement.
Combined Taxes. SCL shall, in connection with any Estimated Tax Installment payment (payable with respect to any Combined Return filed by SCL) with respect to Combined Taxes for any Pre-Deconsolidation Period, determine the estimated amount of the related installment of the ▇▇▇▇ Group Combined Tax liability under Section 4.
Combined Taxes. The principles underlying the rights and -------------- obligations of STI and SSI in respect of federal income taxes, including those contained in Sections 3, 4, and 5 hereof, shall be applied in determining required payments to and from SSI in respect of any Combined Tax, and STI and SSI each shall make such payments to the other party in respect of Combined Taxes as is required as a result of the application of such principles. All of the procedural and timing requirements of this Agreement applicable to federal income tax shall be equally applicable to any Combined Tax, with appropriate adjustments thereto to reflect the differences, if any, in corresponding provisions of the applicable income tax code, law or statute governing any such combined Tax and any administrative provisions relating thereto.
Combined Taxes. In the case of any Tax Claim with respect to any Combined Tax:
(i) White Mountains shall control the defense of the portion of the Tax Claim directly and exclusively related to any proposed adjustment by a Tax Authority that would create or increase a Tax liability for which White Mountains and/or any of its Affiliates would be exclusively liable under this Agreement; and
(ii) the Company shall control the defense of the portion of the Tax Claim directly and exclusively related to any proposed adjustment by a Tax Authority that would create or increase a Tax liability for which General Reinsurance, the Company and/or any of their respective Affiliates would be exclusively liable under this Agreement.
Combined Taxes. With respect to each Composite Tax Return filed pursuant to section 2.2 above, AGC or its designee shall compute the Subgroup Composite Tax liability of the AG.c▇▇ ▇▇▇group and, if necessary, the AGC Subgroup, in accordance with principles analogous to those set forth in section 3.1 above, and AG.c▇▇ ▇▇▇ll pay to AGC or AGC shall pay to AG.c▇▇, ▇▇ appropriate, the amount so determined.
Combined Taxes. AGC shall be responsible and liable, and shall indemnify each AG.c▇▇ ▇▇▇group Member, for any and all increases in Combined Taxes, and shall be entitled to any refund or credit attributable to any decreases in such Taxes, that are determined pursuant to a Final Determination and are allocable to any AGC Subgroup Member. AG.c▇▇ ▇▇▇ll be responsible and liable, and shall indemnify each AGC Subgroup Member, for any and all increases in Combined Taxes, and shall be entitled to any refund or credit attributable to any decreases in such Taxes, that are determined pursuant to a Final Determination and are allocable to any AG.c▇▇ ▇▇▇group Member. For purposes of determining the amount of any Combined Tax increases or decreases that are allocable to any Subgroup Member, the amounts computed under section 3.2(a) above shall be recomputed to take into account all adjustments made in accordance with the Final Determination.
Combined Taxes. (A) all federal Income Taxes in respect of which the Company has filed or is required to file pursuant to Section 4.6(c)(i) a consolidated federal Income Tax Return of which the Seller is the common parent, payable with respect to the Company for any taxable period (or a portion thereof) ending on or prior to the Closing Date and (B) all state and local Income Taxes in respect of which the Company has filed or is required to file pursuant to Section 4.6(c)(i) a combined, consolidated or unitary state or local Income Tax Return with Seller or its applicable Affiliates, payable with respect to the Company for any taxable period (or a portion thereof) ending on or prior to the Closing Date.