DAC Tax Adjustment Sample Clauses

DAC Tax Adjustment. (a) To the extent that Section 848 of the Code and corresponding Treasury Regulations Section 1.848-2 are applicable to the Reinsured Contracts, the Ceding Company and the Reinsurer hereby make the joint election provided for in Treasury Regulations Section 1.848-2(g)(8) (the “DAC Tax Election”) and agree as follows: (i) The Parties will attach a schedule to their respective U.S. federal income tax returns identifying this Agreement as a reinsurance agreement for which the DAC Tax Election has been made, and will otherwise file their respective federal income tax returns in a manner consistent with the DAC Tax Election. Such schedule shall be attached to each Party’s U.S. federal income tax return filed for the first taxable year ending after the DAC Tax Election becomes effective. (ii) The Party with the net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(1) of the Code. (iii) The Parties agree to exchange information pertaining to the amount of the net consideration under this Agreement each year to ensure consistency or as otherwise required by the Code or the Internal Revenue Service. (iv) The DAC Tax Election shall be effective for the first taxable year in which this Agreement is effective and for all years for which this Agreement remains in effect. (b) As used in this Article X, the terms “net consideration,” “net positive consideration,” “specified policy acquisitions expenses” and “general deductions limitation” are defined by reference to Treasury Regulations Section 1.848-2 and Section 848 of the Code, in effect as of the Effective Time. (c) Each of the Parties represents and warrants that it is subject to U.S. taxation under the provisions of Subchapter L of Chapter 1 of Subtitle A of the Code.
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DAC Tax Adjustment. The DAC Tax Adjustment, paid quarterly, is equal to (a) multiplied by the ratio of (b) to (c), plus (d) multiplied by the ratio of (e) to (f), where: (a) The net sum of all cash flows during the quarter with respect to life insurance policies. This net sum includes three months of cash flows under Articles III, V, VI, VII and VIII, plus the quarterly cash flows under Article IV and this Article IX (1) above; and (b) 0147, which is the DAC Tax rate for life insurance; and (c) 9853, which is one minus (b); and (d) The net sum of all cash flows during the quarter with respect to annuity contracts. This net sum includes three months of cash flows under Articles III, plus the quarterly cash flows under Article IV and this Article IX (1) above; and (e) 0033, which is the DAC Tax rate for annuities; and (f) 9967, which is one minus (e). If the net sum of all cash flows in (a) above is payable by NLV to , then (a) multiplied by the ratio of (b) to (c) is payable by NLV to ; if the net sum of all cash flows in (a) above is payable by to NLV, then (a) multiplied by the ratio of (b) to (c) is payable by to NLV. If the net sum of all cash flows in (d) above is payable by NLV to , then (d) multiplied by the ratio of (e) to (f) is payable by NLV to ; if the net sum of all cash flows in (d) above is payable by to NLV, then (d) multiplied by the ratio of (e) to (f) is payable by to NLV. In the event that there is a change in the rate used to determine the amount of capitalized specified policy acquisition expense, or the number of years over which the capitalized expense may be amortized, as defined by Internal Revenue Code Section 848, the contracting companies will adjust the rate used in (b), (c), (e) and (f) above, and Article III (7) accordingly.
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DAC Tax Adjustment. 32 Section 10.1.
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DAC Tax Adjustment. To the extent that Section 848 of the Code and corresponding Regulation 1.848-2 are applicable to the Reinsured Contracts, the Ceding Company and Reinsurer hereby make the joint election provided for in Regulation 1.848-2(g)(8) and agree as follows: (a) The parties will attach a schedule to their federal income tax return identifying the Agreement as a reinsurance agreement for which the foregoing joint election applies. Such schedule shall be attached to each parties’ federal income tax return filed for the first taxable year ending after the election becomes effective. (b) The party with the net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Code Section 848(c)(1). (c) Both parties to this Agreement agree to exchange information pertaining to the amount of the net consideration under this Agreement each year to ensure consistency or as otherwise required by the Internal Revenue Service. (d) Reinsurer will submit a schedule to the Ceding Company by April 1 of each year providing Reinsurer’s calculation of the net consideration for the preceding calendar year. This schedule will be accompanied by a statement signed by an officer of Reinsurer stating that Reinsurer will report such net consideration on its Tax return for the preceding calendar year. (e) The Ceding Company may contest such calculation by providing an alternative calculation to Reinsurer in writing within thirty (30) days of the Ceding Company’s receipt of Reinsurer’s calculation. If the Ceding Company does not so notify Reinsurer, the Ceding Company will report the net consideration as determined by Reinsurer in the Ceding Company’s Tax return for the previous calendar year. (f) If the Ceding Company contests Reinsurer’s calculation of the net consideration, the parties will act in good faith to reach an agreement as to the correct amount within thirty (30) days of the date the Ceding Company submits its alternative calculation. If the Ceding Company and Reinsurer reach agreement on an amount of net consideration, each party shall report such amount in their respective Tax returns for the previous calendar year, and if the parties are not able to resolve the dispute by negotiation, the dispute shall be resolved by the Independent Accountant within thirty (30) days of the submission of the dispute to the Independent Accountant by the Cedi...
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DAC Tax Adjustment. The Company and the Reinsurer hereby agree to the following pursuant to Section 1.848-2(g)(8) of the Income Tax Regulations issued December 28, 1992, under Section 848 of the Internal Revenue Code of 1986, as amended. This election shall be effective for 2003 for all subsequent taxable years for which this Agreement remains in effect.
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DAC Tax Adjustment. 35 ARTICLE XII.
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DAC Tax Adjustment. (a) To the extent that Section 848 of the Code and corresponding Treasury Regulations Section 1.848-2 are applicable to the Reinsured Contracts, the Ceding Company and the Reinsurer hereby elect to make the joint election provided for in Treasury Regulations Section 1.848-2(g)(8) (the “DAC Tax Election”) and agree as follows: (i) The Parties will attach a schedule to their respective U.S. federal income tax returns identifying this Agreement as a reinsurance agreement for which the DAC Tax Election has been made, and will otherwise file their respective federal income tax returns in a manner consistent with the DAC Tax Election. Such schedule shall be attached to each Party’s U.S. federal income tax return filed for the first taxable year ending after the DAC Tax Election becomes effective.
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DAC Tax Adjustment. 32 ARTICLE XI. MISCELLANEOUS ............................................................................................. 33 Section 11.1. Notices ..................................................................................................... 33 Section 11.2. Entire Agreement; Third Party Beneficiaries ........................................
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DAC Tax Adjustment. To the extent that Section 848 of the Code and corresponding Treasury Regulation Section 1.848-2 are applicable to the Reinsured Policies, the Ceding Company and the Reinsurer hereby agree to make the joint election provided for in Treasury Regulation Section 1.848-2(g)(8) and, in furtherance of that election, agree as follows:
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Related to DAC Tax Adjustment

  • Tax Adjustment Tenant shall pay, as Additional Charges, an amount (hereinafter referred to as the “Tax Adjustment Amount”) equal to Tenant’s Expense Share of the amount of Taxes incurred with respect to each Lease Year; except that Tenant shall be required to pay only a pro rata amount of the Tax Adjustment Amount for the Lease Years in which the first and last days of the Term occur pro rated on a per diem basis. Tenant shall not, however, have any right to audit Landlord’s books and records pertaining to Taxes. The Tax Adjustment Amount with respect to each Lease Year shall be paid in monthly installments in advance on the first day of each and every calendar month during such Lease Year, commencing on the Commencement Date, in an amount estimated from time to time by Landlord and communicated by written notice to Tenant. Following receipt of actual tax bills, Landlord shall deliver to Tenant a statement setting forth (i) the actual Tax Adjustment Amount for such Lease Year; (ii) the total of the estimated monthly installments of the Tax Adjustment Amount paid to Landlord for such Lease Year; and (iii) the amount of any excess or deficiency with respect to such Lease Year. Tenant shall pay any deficiency to Landlord as shown by such statement within 30 days after receipt of such statement. If the total of the estimated monthly installments paid by Tenant during any Lease Year exceeds the actual Tax Adjustment Amount due from Tenant for such Lease Year, at Landlord’s option such excess shall be either credited against payments next due hereunder or refunded by Landlord, provided Tenant is not then in default hereunder.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • CPI Adjustment At the end of the first Lease year (as hereinafter defined) and every Lease year thereafter (including any renewal periods) the Base Rental provided for in Paragraph 3 above shall be adjusted by adding to Base Rental the "Add-on Factor". The one (1) year periods are each hereinafter referred to as an "Adjustment Period". As used herein, the "Add- on Factor" shall mean the "Add-on Sum" minus "Net Base Rental"; "Add-on Sum" shall mean a sum determined by multiplying the "Net Base Rental" by the "Adjustment Factor"; "Net Base Rental" shall mean the Base Rental described above minus Initial Basic Cost, and "Adjustment Factor" shall mean a fraction, the numerator of which is the "CPI" published immediately preceding the applicable anniversary date and the denominator of which is the "CPI" published immediately preceding the commencement date of the term of this Lease. "CPI" shall mean the United States Average (1982-84 '" 100), as published bi-monthly (or if the same shall no longer be published bi-monthly, on the most frequent basis available) by the Bureau of Labor Statistics, U.S. Department of Labor (but if such is subject to adjustment later, the later adjusted index shall be used). The Adjusted Rental shall be the new Base Rental of the Premises effective as of the first day of the applicable Adjustment Period. Notwithstanding the foregoing calculation, the yearly percentage rent adjustment pursuant to this Paragraph 9 shall in no event be less than FIVE percent (5%) per year. Tenant shall continue payment of the Base Rental in effect for the expiring Adjustment Period until notified by Landlord of any increase in such Base Rental. Such notification shall include a memorandum showing the calculations used by Landlord in determining the new Base Rental. On the first day of the calendar month immediately succeeding receipt of such notice, Tenant shall commence payment of the new Base Rental spedfied in the notice, and shall also pay to Landlord with respect to the month(s) already expired, the excess of the required monthly rentals spedfied in the notice over the monthly amounts actually paid by Tenant.

  • Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of his interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Holders in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • ECONOMIC ADJUSTMENT Exhibit B – Prices for Goods/Services is hereby amended by deleting the existing Exhibit B in its entirety and inserting the attached Exhibit B – Prices for Services to increase by 5.1% from the previous set price.

  • Closing Adjustment At least three (3) Business Days prior to the Closing Date, Seller shall prepare in good faith and deliver to Buyer a statement (the “Estimated Statement”) setting forth an unaudited consolidated balance sheet of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) Cash (the “Estimated Cash”), and (iii) Seller’s calculation of the amount payable under Section 2.2(a) on the basis of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and in accordance with GAAP, consistently applied, and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and (ii) increased dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000.

  • Post-Closing Adjustment (a) Within forty-five (45) days after the Closing Date, Seller shall prepare and deliver to Purchaser (i) an unaudited consolidated balance sheet of the Acquired Company and the Subsidiaries dated as of the close of business on the Closing Date (the "Closing Balance Sheet") showing the Net Worth of the Acquired Company and the Subsidiaries at the Closing Date (the "Preliminary Net Worth Amount") and (ii) a schedule (the "Closing Debt Schedule") of the amount of Long Term Debt at the Closing Date (the "Preliminary Debt Amount"). The Closing Balance Sheet shall be prepared in accordance with the definitions and procedures set forth on the Post-Closing Adjustment Schedule. In connection with the preparation of the Closing Balance Sheet and the Closing Debt Schedule, Purchaser shall give, and shall cause the Acquired Company and its representatives to give, to Seller and its representatives full access at all reasonable times to the books, records and other materials of the Acquired Company and the Subsidiaries and the personnel of, and work papers prepared by or for Purchaser, the Acquired Company and the Subsidiaries or their respective accountants, including, without limitation, to such historical financial information relating to the Acquired Company and the Subsidiaries as Seller may reasonably request in order to permit the timely preparation and delivery of the Closing Balance Sheet and the Closing Debt Schedule in accordance with this Section 1.05(a). (b) Upon receipt of the Closing Balance Sheet and the Closing Debt Schedule, Purchaser shall have thirty (30) days (the "Review Period") to review such Closing Balance Sheet and the Closing Debt Schedule and related computations of the Net Worth of the Acquired Company and the Subsidiaries and the Closing Debt on the Closing Date. If Purchaser has accepted such Closing Balance Sheet Closing Debt Schedule in writing or has not given written notice to Seller setting forth in reasonable detail any objection of Purchaser to such Closing Balance Sheet or Closing Debt Schedule(a "Statement of Objections") prior to the expiration of the Review Period, then such Closing Balance Sheet and Closing Debt Schedule shall be final and binding upon the parties, and the Preliminary Net Worth Amount shall be deemed the Net Worth amount of the Acquired Company and the Subsidiaries as of the Closing Date (the "Final Net Worth Amount") and the Preliminary Debt Amount shall be deemed to be the amount of Long Term Debt as of the Closing Date (the "Final Debt Amount"). In addition, to the extent any portion of the Closing Balance Sheet or of the calculation of the Preliminary Net Worth Amount, of the Closing Debt Schedule or of the calculation of the Preliminary Debt Amount shall not be expressly objected to in the Statement of Objections, such matters shall be deemed to have been accepted and approved by Purchaser and shall be final and binding upon the parties for purposes hereof. In the event that Purchaser delivers a Statement of Objections during the Review Period, Purchaser and Seller shall use their commercially reasonable efforts to agree on the amount of Net Worth of the Acquired Company and the Subsidiaries on the Closing Date within thirty (30) days following the receipt by Seller of the Statement of Objections. If the parties are unable to reach an agreement as to such amounts within such thirty (30) day period, then the matter shall be submitted to Deloitte & Touche LLP, or such other accountant as shall be mutually agreed between the parties hereto (such accountant, the "Settlement Accountant"), who shall determine the matters still in dispute and adjust the Closing Balance Sheet to reflect such determination and establish the Final Net Worth Amount and adjust the Closing Debt Schedule and establish the Final Debt Amount. If issues in dispute are submitted to the Settlement Accountant for resolution, each party will furnish to the Settlement Accountant such work papers and other documents and information relating to the disputed issues as the Settlement Accountant may request, and will be afforded the opportunity to present to the Settlement Accountant any material relating to the resolution of the disputed items and to discuss the resolution of the disputed items with the Settlement Accountant; provided, that no party shall have any ex parte discussions with the Settlement Accountant (other than after reasonable notice to the other party and such party's refusal or failure to participate). The Settlement Accountant will be instructed in performing the review that Purchaser and Seller will each be provided with copies of any and all correspondence and drafts distributed to any party, and Purchaser and Seller will be granted access to information contained in the documents made available to the Settlement Accountant by the other party. The Settlement Accountant shall determine only those matters in dispute (and based solely on the materials and other information presented by Seller and Purchaser and not by independent investigation). The Settlement Accountant shall make its determination within thirty (30) days (or as soon as practicable thereafter if the Settlement Accountant notifies the parties that it requires additional time to make such determination) following the submission of the matter to the Settlement Accountant for resolution, and such determination shall be final and binding upon Purchaser and Seller. Purchaser and Seller will each bear fifty percent (50%) of the fees, charges and expenses of the Settlement Accountant. (c) In the event that the Final Net Worth Amount is greater than the Target Net Worth Amount, such excess is referred to herein as the "Excess Net Worth Amount". (d) In the event that the Final Net Worth Amount is less than the Target Net Worth Amount, such deficiency is referred to herein as the "Net Worth Deficiency".

  • Audit Adjustment If any audit of the records, books or accounts relating to the Properties discloses an overpayment or underpayment of Management Fees, Owner or Manager shall promptly pay to the other party the amount of such overpayment or underpayment, as the case may be. If such audit discloses an overpayment of Management Fees for any fiscal year of more than the correct Management Fees for such fiscal year, Manager shall bear the cost of such audit.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

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