Election Taxes Sample Clauses

The Election Taxes clause defines which party is responsible for paying taxes that arise as a result of an election made under the contract or relevant tax law. Typically, this clause specifies whether the buyer or seller must bear the cost of any taxes triggered by making a particular tax election, such as choosing a specific tax treatment for a transaction. By clearly allocating tax liabilities, the clause helps prevent disputes and ensures both parties understand their financial obligations related to tax elections.
Election Taxes. Parent shall pay, or shall cause to be paid, any Taxes attributable to the making of the Section 338(h)(10) Election as provided in Section 2.6.
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Election Taxes. (b) Seller and Buyer agree that the aggregate deemed sales price (within the meaning of Treasury Regulations §1.338-4) and the amount of the adjusted grossed-up basis (within the meaning of Treasury Regulations §1.338-ompany shall be allocated among the assets of the Company in a manner consistent with Code Sections 338 and 1060 and the regulations thereunder, and the allocation of the Purchase Price set forth on Exhibit A (the ). Buyer shall, not later than sixty (60) days after the calculation of the Final Adjustment Payment, provide to Seller for its review and comment a calculation of the Asset Allocation to be used in connection with the Section 338(h)(10)
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Election Taxes. For purposes of the foregoing, the “Cash Per Common Share” shall mean (i) the Corp Merger Consideration divided by (ii) the Aggregate Common Shares.
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Election Taxes. The Buyer shall notify the Holder Representative of any objections to the Section 338(h)(10) Election Taxes within thirty (30) days after Buyer receives such calculation. If Buyer does not notify Holder Representative of any objections to such calculation of Section 338(h)(10) Election Taxes within such thirty (30) day period, the Section 338(h)(10) Election Taxes shall be construed as final. If the Buyer notified the Holder Representative of an objection to the such Section 338(h)(10) Election Taxes by the end of such thirty (30) day period, and Buyer and the Holder Representative are unable to resolve their differences within fifteen (15) days thereafter, then the disputed items shall be submitted to the national office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to the Holder Representative and Buyer within five (5) days after the end of such period for resolution, with the costs paid fifty percent (50%) by the Pre-Closing Holders, on the one hand, and fifty percent ** Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. The information is not material and would cause competitive harm to the registrant if publicly disclosed. “[***]” indicates that information has been redacted.
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Related to Election Taxes

  • Transaction Taxes Fund is responsible for all taxes, levies, duties, and assessments levied on Services purchased under this Agreement (collectively, “Transaction Taxes”). Computershare is responsible for collecting and remitting Transaction Taxes in all jurisdictions in which Computershare is registered to collect such Transaction Taxes. Computershare shall invoice Fund for such Transaction Taxes that Computershare is obligated to collect upon the furnishing of Services. Fund shall pay such Transaction Taxes according to the terms in Section 7.3. Computershare shall timely remit to the appropriate governmental authorities all such Transaction Taxes that Computershare collects from Fund. To the extent that Fund provides Computershare with valid exemption certificates, direct pay permits, or other documentation that exempts Computershare from collecting Transaction Taxes from Fund, invoices issued for Services provided after Computershare’s receipt of such certificates, permits, or other documentation will not reflect exempted Transaction Taxes. Computershare is solely responsible for the payment of all personal property taxes, franchise taxes, corporate excise or privilege taxes, property or license taxes, taxes relating to Computershare’s personnel, and taxes based on Computershare’s net income or gross revenues relating to Services.

  • Foreign Taxes Any amounts payable hereunder, other than payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter shall be made free and clear of and without withholding or deduction for or on account of any and all taxes, levies, imposts, duties, charges or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision thereof or by any jurisdiction, other than the United States or any taxing authority or political subdivision thereof, in which the Bank has a branch, an office or any agency from which payment is made (a “Taxing Authority”), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) any income or franchise tax imposed on the net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax (all such non-excluded taxes, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement shall be increased to such amounts as are necessary to yield and remit to such Underwriter amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunder.

  • Certain Taxes All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated Transactions, shall be paid by Sellers when due, and Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees.

  • Payment; Non-appropriation; Taxes Payment shall be made by County within thirty (30) days of receipt of invoice. It is specifically understood and agreed that in the event no funds or insufficient funds are appropriated by Fort Bend County under this Agreement, Fort Bend County shall notify all necessary parties that this Agreement shall thereafter terminate and be null and void on the last day of the fiscal period for which appropriations were made without penalty, liability or expense to Fort Bend County. County is a body corporate and politic under the laws of the State of Texas and claims exemption from sales and use taxes. A copy of a tax-exempt certificate will be furnished upon request. Interest resulting from late payments by County shall be governed by Chapter 2251, TEXAS GOVERNMENT CODE.

  • Yield Protection Taxes 3.1 Yield Protection 20 3.2 Changes in Capital Adequacy Regulations 20 3.3 Availability of Types of Advances 21 3.4 Funding Indemnification 21 3.5 Taxes 21 3.6 Lender Statements; Survival of Indemnity 23