Company Tax Liability Sample Clauses

Company Tax Liability. Except as set forth in Schedule 3.07, the Company has no past due local, state, or federal tax liability.
Sample 1Sample 2
AutoNDA by SimpleDocs
Company Tax Liability. If any Entity Taxes are imposed on or otherwise payable by the Company (including the Company’s share of Entity Taxes imposed on any subsidiaries of the Company), the Company Representative shall allocate among the Members such Entity Taxes in a reasonable manner taking into account any modifications attributable to a Member pursuant to Section 6225(c) of the BBA Rules (if applicable) and any similar state and local authority. To the extent that a portion of the Entity Taxes for a prior year relates to a former Member, the Company may require a former Member to indemnify the Company for its allocable portion of such Entity Taxes. Each Member acknowledges that, notwithstanding the Transfer or redemption of all or any portion of its interest in the Company, pursuant to this Section 6.06(b) it may remain liable for tax liabilities with respect to its allocable share of income and gain of the Company for the Company’s taxable years (or portions thereof) prior to such Transfer or redemption pursuant to this Section 6.06(b). The Members acknowledge and agree that the Company Representative shall be permitted to take any actions to avoid Entity Taxes being imposed on the Company or any of its subsidiaries under the BBA Rules.
Sample 1Sample 2
Company Tax Liability. As set forth on Schedule 1.14, the Company currently owes for the years 2006 and 2007 (a) the Internal Revenue Service $336,184.84 and (b) the Idaho State Tax Commission $238,259.08 for unpaid withholding and payroll taxes (“Tax Liability”). All such amounts, plus any additional penalties and interest, due at Closing will be paid by the Company contemporaneously with Closing. Other than as set forth in this Section 1.14 the Company will have no outstanding tax liability at Closing for Calendar years 2004, 2005 and 2006.
Sample 1
Company Tax Liability. Notwithstanding anything to the contrary in this Section 6.5, Parent, the Surviving Corporation and its Subsidiaries (and not the Representative or any Stockholder) shall be entitled to (i) receive any Tax refunds and other Tax benefits arising from, related to or associated with the Company Tax Liability and (ii) shall have sole control over any inquiry, examination audit or proceeding regarding any Taxes of the Company, the Surviving Corporation or any of their Affiliates arising from, related to or associated with the Company Tax Liability. Parent shall be solely entitled to, and may cause the Surviving Corporation and any Subsidiary to, prepare and file all Tax Returns of the Surviving Corporation and any Subsidiary arising from, related to or associated with the Company Tax Liability or payment of any Taxes related thereto, including, without limitation, (A) filing, refiling, amending, revoking or otherwise modifying any Tax Return or any Tax election for any Pre-Closing Tax Period or any Straddle Period, (B) filing any Tax refund form, (C) extending or waiving, any statute of limitations or other period for the assessment of any Taxes of the Company or any of its Subsidiaries for any Pre-Closing Tax Period, and (D) initiating any discussions or examinations with, or otherwise providing information to, any Governmental Authority. Any such Tax Returns shall not be subject to any analogous review, comment, dispute resolution and filing procedures to those set forth in Section 6.5(b)(i).
Sample 1
Company Tax Liability. Notwithstanding the terms contained herein, the Surviving Corporation shall pay up to $830,000 in Taxes (as stated on the Company’s audited balance sheet) associated with its Internal Revenue Service mandated migration from cash to accrual accounting methods (the “Tax Liability”) for fiscal years 2004, 2005 and 2006, incurred by the Company at or prior to Closing. The parties agree that such Tax Liability shall be reimbursed to the Surviving Corporation by the Company Shareholders according to the percentages set forth on Schedule 1.16 in three annual installment payments, each payment to be made within ten (10) days following each principal payment to such Company Shareholders under the Notes (as provided in Section 2 of the Notes), provided the Company is not then in default under the terms of the Note. The Company Shareholders shall also be responsible for paying any additional Tax Liability incurred in fiscal year 2007 through the day prior to the Closing, to the extent that such Tax Liability exceeds any reserve for 2007 Taxes set forth on the Company’s Closing Date Balance Sheet (as defined in Section 5.8).
Sample 1
Company Tax Liability. If the Company incurs a withholding tax or other tax liability or obligation with respect to the share of the Company’s income allocable or distributed to any Member, then the Manager, without limitation of any other rights of the Company, shall cause the amount of such liability or obligation to be offset against any amounts distributable to such Member either currently or in the future. Any amount offset pursuant to the preceding sentence shall be treated, for purposes of Section 7.2, as having been distributed to the affected Member. If the amount of such taxes is greater than any such then distributable amounts, then such Member and any successor to such Member’s Membership Interest shall indemnify and hold harmless the Company and the Manager against, and shall reimburse the Company within ten days after the demand of the Manager, the amount of such excess.
Sample 1

Related to Company Tax Liability

  • 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.

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

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Liability for Taxes (a) Seller is responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period ending on or before the Closing Date (a “Pre-Closing Period”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period beginning after the Closing Date (a “Post-Closing Period”) and any Taxes that are an Assumed Liability. (b) The Parties agree that any Apportioned Taxes, and any refund, rebate or similar payment received by Seller or Buyer for any Apportioned Taxes, will be apportioned between Seller and Buyer as follows: (i) For Apportioned Taxes measured by the amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount or level of such items immediately prior to the Closing, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (ii) For all Apportioned Taxes not described in clause (i), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount of such Apportioned Taxes for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (iii) All Apportioned Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of Buyer. (c) For the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated in this Agreement. (d) Notwithstanding any other provision contained in this Agreement (including the limitations set forth in Sections 11.2 or 11.3), any obligation arising out of this Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of time.

  • 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.

  • Tax Attributes (i) Tax attributes with respect to, and the -------------- overpayment of, property taxes, sales and use taxes and franchise taxes which relate primarily to the Company Business and (ii) to the extent provided in the Tax Sharing Agreement, tax attributes with respect to, and the overpayment of, income and payroll taxes which relate to the Company Business or are otherwise allocated to the Company.

  • Income Tax Returns Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Determination of Excise Tax Liability Unless the Company and the Executive otherwise agree in writing, the Company will select a professional services firm (the “Firm”) to make all determinations required under this Section 6, which determinations will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Firm such information and documents as the Firm reasonably may request in order to make determinations under this Section 6. The Company will bear the costs and make all payments for the Firm’s services in connection with any calculations contemplated by this Section 6. The Company will have no liability to the Executive for the determinations of the Firm.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!