Initial Tax Payments Sample Clauses

Initial Tax Payments. In the case of a Third Party Claim that is a notice of assessment or reassessment, a notice of confirmation of an assessment or reassessment, a notice of garnishment, or a similar document in respect of any Seller Taxes, the Seller shall, within fifteen (15) days of receipt of written notice of such claim, reimburse the applicable Purchaser’s Indemnified Party for an amount equal to (A) the full amount of such Seller Taxes required to be paid to the applicable taxing authority to stay collection proceedings in respect of which a taxing authority is permitted to take collection action, or (B) the full amount that has been garnished and applied towards any Seller Taxes, as applicable.
Sample 1
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Initial Tax Payments. In the case of a Tax Notice that is a notice of assessment or reassessment, a notice of confirmation of an assessment or reassessment, a notice of garnishment, or a similar document in respect of any Indemnified Taxes, the Sellers shall, within 15 days of receipt of written notice of such claim (whether by the Sellers or the Sellers’ Representative), reimburse the applicable Purchaser’s Indemnified Party for an amount equal to (a) the full amount of such Indemnified Taxes in respect of which a Governmental Authority has taken or has given notice in writing of an intention to take collection action, or (b) the full amount that has been garnished and applied towards any Indemnified Taxes, as applicable.
Sample 1
Initial Tax Payments. On the first day of July, 1998 and on the first day of each and every month thereafter through the end of the Second Rent Period, Tenant shall pay to Landlord the respective monthly amounts set forth on Exhibit B (each, an "Initial Tax Payment"); provided, that if the term of this Lease shall terminate prior to the end of the Second Rent Period and on a day other than the last day of the calendar month, the Initial Tax Payment for the month in which the term of this Lease shall terminate shall be appropriately prorated. The Initial Tax Payments shall not be affected by any changes in the Taxes assessed against the Project, and Tenant shall have no right to share in any refund of Taxes received by Landlord with respect to any periods occurring prior to June 30, 2008.
Sample 1
Initial Tax Payments. In the case of a Claim that is a notice of assessment or reassessment, a notice of confirmation of an assessment or reassessment, a notice of garnishment, or a similar document in respect of any Indemnifiable Taxes, the Sellers shall, within 15 days of receipt of written notice of such claim, reimburse the applicable Buyer Related Party for an amount equal to (a) the full amount of such Indemnifiable Taxes in respect of which a Governmental Entity is permitted to take collection action, or (b) the full amount that has been applied towards any Indemnifiable Taxes, as applicable. (b)
Sample 1

Related to Initial Tax Payments

  • Tax Payments Each Company shall be liable for and shall pay the Taxes allocated to it by this Section 2 either to the applicable Tax Authority or to the other Company in accordance with Section 4 and the other applicable provisions of this Agreement.

  • Tax Payment In the event it shall be determined that any ----------- payment (other than the payment provided for in this Section 10(a)) or ----- distribution of any type to or for the benefit of the Executive, by the Company, any Affiliate of the Company, any Person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder) or any Affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments"), is or will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive a payment in an amount equal to the Excise Tax imposed upon the Total Payments; provided, however that the Total -------- ------- Payments shall be reduced (but not below zero) if and to the extent that a reduction in the Total Payments would result in the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax) than if the Executive received the entire amount of such Total Payments and the amount equal to the Excise Tax. Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the foregoing, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlements to any benefits or compensation.

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