Group Taxes Sample Clauses

Group Taxes. Subject to Section 8.2(c), GM will indemnify Hughes for all Income Taxes that GM is required to pay (including Inxxxx Xaxes imposed on GM or any member of the GM Group (including the Hughes Group) as a result of the failure of the Spin-Off to qualify xx x xransaction described in Section 355(a) of the Code or any analagous provision of state, local or foreign law and any Income Tax that a taxing authority may attempt to collect from Hughes pursuant to Section 1.1502-6 of the Regulations or similar prxxxxxxns of State Law or State Regulations), except those Hughes is required to pay to GM pursuant to this Agreement, the 1985 XXX xr the Raytheon Agreement.
Sample 1
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Group Taxes. Group Tax Arrangements 21 Section 6.2 Indirect Tax Groups 22 Section 6.3 Group Payment Arrangements 23 Section 6.4 Non-U.S. Transfer Pricing 23 Section 6.5 Coordination 24
Sample 1
Group Taxes. Section 6.1 Group Tax Arrangements 21 Section 6.2 Indirect Tax Groups 22 Section 6.3 Group Payment Arrangements 23 Section 6.4 Non-U.S. Transfer Pricing 23 Section 6.5 Coordination 24 Section 7.1 Indemnification Obligations of RemainCo 24 Section 7.2 Indemnification Obligations of SpinCo 24 Section 8.1 Payments 24 Section 8.2 Treatment of Payments made Pursuant to Tax Matters Agreement 25 Section 8.3 Treatment of Payments made Pursuant to Separation and Distribution Agreement 25 Section 8.4 Tax Treatment of Assumed Liabilities 25 Section 8.5 Payments Net of Tax Benefit Actually Realized and Tax Cost 26 Section 9.1 Cooperation and Exchange of Information 26 Section 9.2 Retention of Records 26 Section 9.3 Tax Opinions 26 Section 9.4 Data Sharing Addendum 27 Section 9.5 Global Preparation Standard 27 Section 10.1 Allocation of Tax Attributes 27 Section 10.2 Allocation of Tax Items 27 Section 10.3 Allocation of WEX Receivable 28 Section 10.4 Non-U.S. Tax Attributes 28 Section 11.1 Negotiation 28 Section 11.2 Confidentiality 29 Section 11.3 Continuity of Performance 29 Section 12.1 Counterparts 29 Section 12.2 Survival 29 Section 12.3 Notices 29 Section 12.4 Waivers 29 Section 12.5 Assignment 30 Section 12.6 Successors and Assigns 30 Section 12.7 Termination and Amendment 30 Section 12.8 No Circumvention 30 Section 12.9 Subsidiaries 30 Section 12.10 Third Party Beneficiaries 30 Section 12.11 Title and Headings 30 Section 12.12 Schedules 30 Section 12.13 Specific Performance 30 Section 12.14 Governing Law 31 Section 12.15 Consent to Jurisdiction 31 Section 12.16 Waiver of Jury Trial 31 Section 12.17 Force Majeure 31 Section 12.18 Interpretation 31 Section 12.19 Changes in Law 32 Section 12.20 Severability 32 Section 12.21 Tax Sharing Agreements 32 Section 12.22 Exclusivity 32 Section 12.23 No Duplication; No Double Recovery 32 THIS TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of May 31, 2018, by and between Wyndham Destinations, Inc. (f/k/a Wyndham Worldwide Corporation), a Delaware corporation (“RemainCo”) and Wyndham Hotels & Resorts, Inc., a Delaware corporation (“SpinCo”). Each of RemainCo and SpinCo is sometimes referred to herein as a “Party” and, collectively, as the “Parties”.
Sample 1
Group Taxes. (a) The Seller shall procure that, if the Corporation is a member of a group payment arrangement (the “GPA”), the nominated company of the group payment arrangement shall promptly, following Closing, apply to HMRC to remove the Corporation from the GPA as soon as practicable. The Seller shall keep the Purchaser informed of the progress of the application and shall promptly provide copies of all correspondence. (b) To the extent that the nominated company of the GPA receives or has received from HMRC an amount in respect of any R&D Relief or other Relief (whether by way of payment, credit or set-off) that is attributable to the Corporation, then it shall pay such amount to the Corporation, save to the extent that such payment has already been made on or before Closing. (c) The Seller agrees that it shall procure that with: (a) no amount of corporate interest restriction shall be allocated to the Corporation by the Seller or any of its Affiliates in respect of any Pre-Closing Tax Period; and (b) the Seller and each of its Affiliates shall not adopt a position in respect of the carried forward loss allowance which would give rise to a greater actual and accrued liability for corporation tax than that set out in the Final Working Capital Statement. (d) Unless the Parties otherwise agree, the Seller shall have no right to claim any amounts of Group Relief from the Corporation in respect of any Pre-Closing Tax Period.
Sample 1

Related to Group Taxes

  • Premium Taxes If premium taxes are incurred, they will be deducted from the contract accumulation, to the extent permitted by law.

  • Income Taxes The authority citation for part 1 continues to read in part as follows: Authority: 26 U.S.C. 7805 * * * EXHIBIT G-2 FORM OF TRANSFEROR CERTIFICATE __________ , 20__ Residential Funding Mortgage Securities I, Inc. 8400 Normandale Xxxx Xxxxxxxxx Xxxxx 000 Xxxxxxxxxxx, Xxxxxxxxx 00000 [Xxxxxxx] Xxxention: Residential Funding Corporation Series _______ Re: Mortgage Pass-Through Certificates, Series ________, Class R[-__] Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _____________________ (the "Seller") to _____________________(the "Purchaser") of $______________ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series ________, Class R[-__] (the "Certificates"), pursuant to Section 5.02 of the Series Supplement, dated as of ________________, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement") among Residential Funding Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and __________, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that:

  • New Taxes Any taxes not in effect as of the Effective Date enacted by a Governmental Authority or the Town, to be effective after the Effective Date with respect to All-Requirements Power Supply, or any Governmental Rule enacted and effective after the Effective Date resulting in application of any existing tax for the first time to Participating Consumers.

  • Tax Returns; Taxes (a) Except as otherwise disclosed on Schedule 4.15(a): (i) all Tax Returns of the Company and each Subsidiary due to have been filed through the date hereof in accordance with any applicable Law have been duly filed and are correct and complete in all material respects; (ii) all Taxes, deposits of Taxes or other payments relating to Taxes due and owing by the Company and each Subsidiary (whether or not shown on any Tax Return) have been paid in full; (iii) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns of the Company or any Subsidiary were or are due to be filed; (iv) all deficiencies asserted as a result of any examination of any Tax Returns of the Company or any Subsidiary have been paid in full, accrued on the books of the Company or a Subsidiary, as applicable, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (v) no claims have been asserted and no proposals or deficiencies for any Taxes of the Company or any Subsidiary are being asserted, proposed or, to the Knowledge of any Member, threatened, and no audit or investigation of any Tax Return of the Company or any Subsidiary is currently underway, pending or, to the Knowledge of any Member, threatened; (vi) no claim has ever been made by a Taxing authority in a jurisdiction in which the Company or any Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (vii) the Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, equity holder or other third party; (viii) there are no outstanding waivers or agreements by or on behalf of the Company or any Subsidiary for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Company or any Subsidiary or any other matter pending between the Company or any Subsidiary and any Taxing authority; (ix) there are no Liens against any assets or property of the Company or any of its Subsidiaries for Taxes (other than Liens for Taxes which are not yet due and payable), nor are there any such Liens for Taxes which are pending or, to the Knowledge of any Member, threatened; (x) neither the Company nor any Subsidiary is a party to any Tax allocation, sharing or indemnification agreement under which the Company or any Subsidiary will have any Liability after the Closing; (xi) neither the Company nor any Subsidiary has any Liability for the Taxes of any Person (other than for itself) under U.S. Treasury Regulations Section 1.1502-6 (or any similar provision of Law), as a transferee or successor, by contract, or otherwise; and (xiii) the Company and each Subsidiary has at all times used proper accounting methods and periods in computing their Tax Liability. (b) Except as set forth on Schedule 4.15(b), the Company has delivered to the Purchaser correct and complete copies of all Tax Returns (together with any agent’s reports and any accountants’ work papers) relating to its respective operations and each of its Subsidiaries for taxable periods ended on or after December 31, 2014. (c) Neither the Company nor any of its Subsidiaries has been a party to any “reportable transaction” as defined in Treasury Regulations Section 1.6011-4(b). (d) The Company has, at all times since the date of its formation, been classified for federal (and all applicable state and local) income tax purposes as a partnership and not as a corporation, an association taxable as a corporation or a publicly traded partnership taxable as a corporation. Each Subsidiary of the Company has, at all times since the date of its formation, been classified for federal (and all applicable state and local) income tax purposes as a disregarded entity. (e) The Company has not elected to have the revised partnership tax audit procedures set forth in Subchapter C of Subtitle A, Chapter 63 of the Code, as amended by the Bipartisan Budget Act of 2015, P.L. 114-74 (together with any subsequent amendments thereto, Treasury Regulations promulgated thereunder and published administrative interpretations thereof, the “Revised Partnership Tax Audit Procedures”) apply to the Company, including by way of an election under Treasury Regulations Section 301.9100-22T.

  • 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.

  • Current Taxes Adequate provisions have been made for taxes payable for the current period for which tax returns are not yet required to be filed and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return by, or payment of, any tax, governmental charge or deficiency by the Company. The Vendors are not aware of any contingent tax liabilities or any grounds which would prompt a reassessment including aggressive treatment of income and expenses in filing earlier tax returns; The Company- Applicable Laws and Legal Matters

  • Mortgage Taxes Borrower shall pay all taxes, charges, filing, registration and recording fees, excises and levies payable with respect to the Note or the Liens created or secured by the Loan Documents, other than income, franchise and doing business taxes imposed on Lender.

  • Straddle Period Taxes Seller shall, at its own expense, prepare and timely file all Tax Returns relating to all real property Taxes, personal property Taxes or similar ad valorem obligations levied (i) on the owner of the Transferred Loans for any taxable period that begins before the Cut-Off Time and ends after the Cut-Off Time and (ii) on the owner of all other CIT Bank Purchased Assets for any taxable period that begins before the Closing Date and ends after the Closing Date (each such taxable period, a “Straddle Period”, and such Taxes, “Straddle Period Taxes”), whether imposed or assessed before or after the Cut-Off Time or the Closing Date, as appropriate. Buyers shall be liable for and shall indemnify Seller, its Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending after the Cut-Off Time for the Transferred Loans and after the Closing Date for all other CIT Bank Purchased Assets and the denominator of which is the number of days in the entire relevant Straddle Period. Seller shall be liable for and shall indemnify Buyers, their Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending before the Cut-Off Time for the Transferred Loans and ending on or before the Closing Date for all other CIT Bank Purchased Assets and the denominator of which is the number of days in the entire relevant Straddle Period. Any credits relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended at the Cut-Off Time or on the Closing Date, as appropriate. Any material Tax Return for a Straddle Period shall be submitted to Buyers by Seller at least ten (10) Business Days prior to the due date of such Tax Return (taking valid extensions into account). Buyers will pay to Seller, within two (2) Business Days after the filing of any such Tax Return by Seller, an amount equal to the portion of the Straddle Period Taxes reflected on such Tax Return for which Buyers are liable under this Section 6.11. For the avoidance of doubt, Straddle Period Taxes do not include any Taxes owed by an Obligor with respect to real property securing any Transferred Loan.

  • Issue Taxes The Maker shall pay any and all issue and other taxes, excluding federal, state or local income taxes, that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of this Note pursuant thereto; provided, however, that the Maker shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holder in connection with any such conversion.

  • Expenses; Taxes Except as otherwise provided in this Agreement, the parties shall pay their own fees and expenses, including their own counsel fees, incurred in connection with this Agreement or any transaction contemplated hereby. Any sales tax, stamp duty, deed transfer or other tax (except taxes based on the income of the Investor) arising out of the issuance of the Shares by the Issuer to the Investor and consummation of the transactions contemplated by this Agreement shall be paid by the Issuer.

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