Determination of Taxes. If the Premises is taxed as part of either a larger tract of the entire Site, Landlord agrees to use its best efforts to have the Premises designated as a separate parcel for taxing purposes so that the assessed valuation of the land and buildings shall relate only to the land constituting the Premises and the Improvements. If the Premises is taxed as a portion of a larger tract or the entire Site and Landlord is unable to have the Premises designated as a separate parcel for taxing purposes, so that taxes are assessed upon the larger tract of which the Premises is a portion, Tenant agrees to pay that portion of the Taxes that is reasonably attributable to the Premises and the Improvements, determined as follows:
Determination of Taxes. The Trustee may request an expedited determination of any local, state and/or federal taxes of the Settlor or of the Trust, including the Disputed Claims Reserve, under Bankruptcy Code Section 505(b) for all returns filed for, or on behalf of, the Settlor and the Trust for all taxable periods through the dissolution of the Trust, and to take any and all action necessary to obtain payment of any tax refund(s) due to the Settlor, its Estate and/or the Trust.
Determination of Taxes. Any Tax liabilities taken into account under this Agreement shall be determined: (a) on a basis consistent with past practice of the relevant Target Company, (b) disregarding any Tax liabilities attributable to transactions outside the ordinary course of business on the Closing Date after the Closing, (c) taking into account any Transaction Deductions that are “more likely than not” deductible under applicable Law, and (d) excluding any liabilities for accruals or reserves established or required to be established under GAAP methodologies that require the accrual for contingent income Taxes or with respect to uncertain or speculative income Tax positions.
Determination of Taxes. 37 ARTICLE IX COSTS INCIDENT TO AGREEMENT . . . . . . . . . . . . . . . . . . . . . . 37
Determination of Taxes. For any taxable period of Sand beginning before but ending after the Closing Date (a "STRADDLE PERIOD"):
Determination of Taxes. For purposes of this Agreement, including the definition of “Pre-Closing Taxes”, whenever it is necessary to determine the amount of Taxes (or the non-payment thereof) of the Acquired Company Straddle Period, the determination of the Taxes for the portion of the year ending on the Closing Date shall be determined: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any distribution, sale or other transfer or assignment of property by assuming that the Acquired Company had a taxable year or period which ended at the close of the Closing Date and closing the books of the Acquired Company as of such date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis; and, (ii) in the case of Taxes not described in clause (i) that are imposed on a periodic basis and measured by the level of any item, shall be deemed to be the amount of such Taxes (including any minimum) for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing date and the denominator of which is the number of calendar days in the entire period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this paragraph (b) taking into account type of the Tax to which the refund relates. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.24 shall be computed by reference to the level of such items on the date of the Closing. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the Acquired Company.
Determination of Taxes. If the Landlord cannot obtain from the taxing authorities any separate assessment of the Landlord’s Taxes and the Tenant’s Taxes, then such Taxes shall be reasonably allocated by the Landlord in accordance with generally accepted accounting principles consistently applied after reviewing Tenant’s Property located at the Premises.
Determination of Taxes. In the event that the Landlord is unable to obtain from the taxing authorities any separate allocation of Landlord's Taxes, Xxxxxx's Taxes, assessment or Xxxxxxxx's Taxes attributable to the Office Section and the land attributable thereto, such allocation shall be made by the Landlord, acting reasonably. In the event of any dispute as to the amount of such allocation, an allocation made by a professional tax consultant appointed by the Landlord shall be conclusive.
