Income tax issues Sample Clauses

Income tax issues. Wolverine shall file any and all necessary tax returns with respect to a termination of W/Investments for income tax purposes under Section 708 of the Internal Revenue Code, if and as applicable. The parties agree that the date of the new partnership income tax return for the purposes of the ownership of the 30% Ownership Interest by Purchaser shall begin as between the parties hereto as of the Closing Date as a result of the transactions contemplated herein.
Sample 1
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Income tax issues. Landlord shall have the right, at any time and from time to time, to unilaterally amend the provisions of this Lease if Landlord is advised by its legal counsel that all or any portion of the monies paid by Tenant to Landlord under this Lease are, or may be deemed to be, unrelated business income within the meaning of the United States Internal Revenue Code, or regulations issued thereunder, and Tenant agrees to execute all documents or instruments necessary to effect any such amendment, provided that no such amendment shall result in Tenant being required to pay in the aggregate more money on account of Tenant's occupancy of the Premises under the terms of this Lease as so amended than Tenant's would otherwise have been required to pay under this Lease if not so amended, and provided further that no such amendment shall result in Tenant having less rights under this Lease as so amended than Tenant would otherwise have had under this Lease if not so amended or receiving less services or services of a lesser quality under this Lease as so amended than Tenant would otherwise have received under this Lease if not so amended, and provided further that no such amendment will cause an increase to Tenant's tax liability.
Sample 1
Income tax issues. The Members shall timely pay and shall indemnify Purchaser against all income taxes assessed or payable in connection with the transfer of the Securities from the Members to Purchaser or attributable to the business or operations of the Company on or prior to the Closing Date. For such purpose, the portion of any income tax attributable to a taxable year or period beginning before and ending after the Closing Date shall be apportioned based upon actual results of operations through the end of the Closing Date. The Members shall cause the final federal income tax return for the Company for the period ending on the Closing Date to be prepared, and shall timely pay all income taxes accrued, for all taxable years or periods of the Company ending on or before the Closing Date. All such returns shall be prepared at the Members' expense and shall be prepared in a manner consistent with the Company's prior practice to the extent permitted by applicable law. Such returns shall be submitted to Purchaser for review, and any dispute about the treatment of any item on such returns shall be submitted for determination by an independent certified public accountant who is reasonably acceptable to Purchaser and Principal Members. Each party hereto shall provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any income tax return, amended return or claim for refund, determining a liability for income taxes or a right to refund of such taxes or in conducting any audit or other proceeding in respect of such taxes. Such cooperation and information shall include providing copies of all relevant portions of returns, together with relevant accompanying schedules, work papers, documents relating to rulings or other determinations by taxing authorities and records concerning the ownership and tax basis of property, which such party may possess.
Sample 1
Income tax issues. Wolverine shall file any and all necessary tax returns with respect to a termination of W/Investments for income tax purposes under Section 708 of the Internal Revenue Code, if and as applicable.
Sample 1

Related to Income tax issues

  • Income Tax Liability Within ten Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) which equal or exceed $1,000,000 in the aggregate, telephonic or telecopied notice (confirmed in writing within five Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof.

  • Tax Issues The parties agree that the payments and benefits provided under this Agreement, and all other contracts, arrangements or programs that apply to him/her, shall be subject to Section 16 of the Employment Agreement.

  • INCOME TAX RETURNS Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Income Tax Characterization For purposes of federal income, state and local income and franchise and any other income taxes, the Issuer will, and each Noteholder by such Noteholder’s acceptance of any such Notes (and each Person who acquires an interest in any Notes through such Noteholder, by the acceptance by such Person of an interest in the applicable Notes) agrees to, treat the Notes that are characterized as indebtedness at the time of their issuance, and hereby instructs the Issuer to treat such Notes, as indebtedness for federal, state and other tax reporting purposes. Each Noteholder agrees that it will cause any Person acquiring an interest in a Note through it to comply with this Indenture as to treatment as indebtedness under applicable tax law, as described in this Section 3.21. The Notes will be issued with the intention that, for federal, state and local income and franchise tax purposes the Trust shall not be treated as an association or publicly traded partnership taxable as a corporation. The parties hereto agree that they shall not cause or permit the making, as applicable, of any election under Treasury Regulation Section 301.7701-3 (or any successor provision) whereby the Trust or any portion thereof would be treated as a corporation for federal income tax purposes. The provisions of this Indenture shall be construed in furtherance of the foregoing intended tax treatment.

  • Income Tax Treatment Employee and the Company acknowledge that it is the intention of the Company to deduct all amounts paid under Section 2 hereof as ordinary and necessary business expenses for income tax purposes. Employee agrees and represents that he will treat all such amounts as required pursuant to all applicable tax laws and regulations, and should he fail to report such amounts as required, he will indemnify and hold the Company harmless from and against any and all taxes, penalties, interest, costs and expenses, including reasonable attorneys' and accounting fees and costs, which are incurred by Company directly or indirectly as a result thereof.

  • Income Tax Elections In the event of a distribution of property made in the manner provided under Section 734 of the Code, or in the event of a transfer of any Partnership Interest permitted by this Agreement made in the manner provided in Section 743 of the Code, the General Partner, on behalf of the Partnership, may, but shall not be required to, file an election under Section 754 of the Code in accordance with the procedures set forth in the applicable regulations promulgated thereunder.

  • Income Tax Matters (i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

  • Income Tax Allocations (a) Except as provided in this Section 4.3, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for Capital Account purposes under Section 4.1 and Section 4.2.

  • Income Tax For purposes of this Section 7, the term "Income Tax" means any Tax based on or measured by gross or net income or receipts (other than sales, use, license or property Taxes or Taxes in the nature thereof) (including, without limitation, capital gains taxes, minimum taxes, income taxes collected by withholding and taxes on tax preference items), and Taxes which are capital, doing business, excess profits or net worth taxes and interest, additions to tax, penalties, or other charges in respect thereof.

  • Income Tax Return Information Each Company will provide to the other Company information and documents relating to their respective Groups required by the other Company to prepare Tax Returns. The Responsible Company shall determine a reasonable compliance schedule for such purpose in accordance with Distributing Co.'s past practices. Any additional information or documents the Responsible Company requires to prepare such Tax Returns will be provided in accordance with past practices, if any, or as the Responsible Company reasonably requests and in sufficient time for the Responsible Company to file such Tax Returns on a timely basis.

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