Income Tax Adjustment. The Company may (but is not required to) make such decreases in the Exercise Price and increases in the number of Warrant Shares for which this Warrant is exercisable, in addition to those required by Sections 6.1 through 6.6, as the Board determines is consistent with the principles of Treasury Regulations Section 1.305-3 and considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or any similar event treated as such for income tax purposes.
Income Tax Adjustment. At any time prior to January 1, 1998 that Black Hills incurs the burden of any state income tax or the federal corporate income tax rates applicable to Black Hills are changed from the current rate of 35 percent, the Energy Charge shall be adjusted to reflect the increase or the decrease in the tax costs as properly allocated to Xxxxxxxx under the same allocation factors as used to determine the Energy Charge; provided, no bills or rates will be increased by this tax adjustment without filing with the Federal Energy Regulation Commission under laws, rules and regulations relating thereto. In consideration of the moratorium at Section 4(c) and this Agreement, Xxxxxxxx agrees that such adjustments shall be made and shall not object to or oppose such adjustments. Any income tax changes effective after December 31, 1997 shall be taken into account in determining just and reasonable rates under Section 4(b).
Income Tax Adjustment. In order to accommodate the Company and the Shareholders' request for a tax-free reorganization, the Purchase Price shall be decreased by fifty percent (50%) of the present value of the increased income tax ViaSource will incur because it cannot amortize (i.e., deduct) over fifteen (15) years the excess of the Purchase Price over the tax basis of the Company's Total Assets at the Closing Date, using an assumed tax rate of 40% and a discount rate of 11% compounded at the end of each year, all in accordance with the Schedule 7.12 (the "Income Tax Adjustment"). The Income Tax Adjustment shall be initially determined by ViaSource no later than 15 days after the determination of the Net Worth pursuant to Section 7.12(a) above. The Shareholder will make payment to ViaSource of an amount equal to the Income Tax Adjustment on or before the later of the 15th day after ViaSource issues to the Shareholder a written notice specifying the amount of the Income Tax Adjustment and supporting calculations or September 30, 2000. Such payment shall be comprised 50% of shares of ViaSource Common Stock (valued at $2.50 per share), 25% of Cash Consideration and 25% of Notes.
Income Tax Adjustment. To the extent that Coral Group --------------------- or Indian has income tax payable for activities prior to the Effective Time, as determined by the accounting firm engaged by Coral Group in connection with the registration of the Coral Public Common Stock, the amount of income taxes payable shall be an adjustment to the respective party's Net Working Capital regardless whether the adjustment is a Material Adverse Effect.
Income Tax Adjustment. To the extent that any benefit paid under Sections 2.2, 2.3 and 3.1 - 3 is taxable to Executive under UK law or US law, then Company will pay such taxes on a grossed up basis.
Income Tax Adjustment. The Company may (but is not required to) make such decreases in the Exercise Price and increases in the number of Warrant Shares for which the Warrants are exercisable, in addition to those required by Sections 6.1 through 6.5, as the Board determines is consistent with the principles of Treasury Regulation Section 1.305-3 and considers to be advisable to avoid or diminish any U.S. federal income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or any similar event treated as such for U.S. federal income tax purposes.
