Joint Taxation Sample Clauses

Joint Taxation. 13.3.1 The Company is presently not subject to mandatory tax consolidation pursuant to Section 31 of the Danish Company Tax Act. When the Buyer as of the Closing Date commences to control the Company for the purpose of Section 31 of the Danish Company Tax Act, the Company will be jointly taxed with the Buyer and an existing Danish subsidiary of the Buyer’s Dutch parent company. 13.3.2 The Buyer will procure that notice is given to the Danish tax authorities (“SKAT”) of the Company’s commencement of joint taxation with the Buyer and the existing Danish subsidiary of the Buyer’s Dutch parent company per the Closing Date. The notice will be submitted to SKAT no later than 30 Business Days after the Closing Date.
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Joint Taxation. 16.1 The Seller is the administrative company according to the Danish joint taxation rules and the Company and the Seller is in the present financial year jointly taxed in Denmark. 16.2 In the common opinion of the Parties, the control of the Company is for purposes of the Danish joint taxation transferred from the Seller to the Buyer as of the Closing Date, and consequently the joint taxation will cease upon Closing, see, however, Clause 16.6. 16.3 The Company’s auditor, Xxxxx Xxxxxxxx – Statsautoriseret Revisionsaktieselskab, shall on behalf of the Buyer, the Company and the Seller give notice to the relevant Danish Tax authorities of the cessation of the joint taxation within 10 (ten) Business Days of Closing. In the event that such notice is not given by any Party within the time limit stated in this Clause for whatever reason, the other Party shall be free to give such notice on behalf of the other Party and the Company. 16.4 The Tax return for the income year 2007 shall be drawn up in accordance with the Accounting Principles and/or Tax treatment principles generally applied before 1 January 2007. 16.5 As a consequence of the cessation of the joint taxation, the Company’s auditor, Xxxxx Xxxxxxxx - Statsautoriseret Revisionsaktieselskab, shall draw up a Tax return for the Company for the period from 1 January 2008 until the Closing Date. The Tax return shall be drawn up in accordance with the Accounting Principles and/or Tax treatment principles generally applied before 1 January 2008. In accordance with Danish law, the Seller undertakes to make available to the Buyer all information related to the drawing up of said Tax return for the time period from 1 January 2008 until the Closing Date. The Seller shall procure that the Tax return is completed no later than 45 Business Days after the Closing Date. The Buyer shall be entitled to review the Tax return and shall no later than 45 (forty-five) Business Days after receipt of the Tax return from the Seller inform the Seller of any objections to the Tax return. If the Buyer has any objections, the Buyer and the Seller with the assistance of the Company’s auditor shall solve the dispute within 30 (thirty) Business Days. Possible disagreements between the Parties concerning the Tax return, which cannot be settled amicably, must be finally settled with binding effect by the Independant Accountant. Furthermore, the Company shall file a Tax return for the time period from the Closing Date until 31 December 200...
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Joint Taxation. 20.1 Denmark The following Share Sale Companies will cease to be jointly taxed with the Seller from the Closing Date, as specified in Schedule 20.1: GN Otometrics Denmark and Inmedico A/S. 20.2 United States 20.2.1 The Buyer may make an election regarding Audiology Systems, Inc. under IRS Section 338(g) and similar applicable state law. The Buyer will in relation hereto: a) forward the draft documents for the election to the Seller for review at least 15 Business Days prior to filing, and b) forward the draft tax return for Audiology Systems, Inc. covering the period for which the Section 338(g) election will be effective to the Seller for review at least 15 Business Days prior to filing. 20.2.2 The Seller shall have the right to request any reasonable changes made to the tax return to the extent that this may reduce any potential liability or risk for the Seller and will not materially increase any potential liability or risk for the Buyer and/or the Company. 20.2.3 The Buyer shall immediately inform the Seller in case that the IRS announces tax audits or takes any other action that may lead to a claim from the Buyer under Seller’s indemnification for Buyer’s Section 338(g) election. The Seller shall have full insight into relevant correspondence with the IRS to the extent permitted under applicable law, and Buyer will not agree to any adjustment, decision or ruling from the IRS that will or may lead to a claim from Buyer under Seller’s indemnification for Buyer’s Section 338(g) election. Seller is entitled to, for his own expense, to take over any actual or threatening dispute between the IRS and Buyer if such dispute may lead to a claim from Buyer under Seller’s indemnification for Buyer’s Section 338(g) election.
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Joint Taxation. 10.1 Until Closing, Valor Denmark, the Company and IPU will be part of a joint taxation scheme, under which IPU (the "Administrative Com-pany") is the administrative company. As per the Closing Date, an income statement of Valor Denmark's and the Company's earnings is made for the period 1 January 2006 up until the Closing Date (the "Interim Statement") in accordance with past practise, good accounting practise and the existing accounting principles of the Company and Valor Denmark respectively applied upon a consistent basis. On the basis of the Interim Statement, Valor Denmark's and the Com-pany's taxable income for the period 1 January 2005 up until the Closing Date (the "Period") is calculated. 10.2 The Interim Statement and the statement of Valor Denmark's and the Company's taxable income for the Period shall be prepared by Valor Denmark and the Company in cooperation with IPU and be submitted to IPU not later than 15 June 2007. 10.3 The Company and Valor shall pay any income tax calculated for the Period to the Administrative Company no later than 20 November 2007. 10.3.1 In the event that the tax authorities increase Valor Denmark's and/or the Company's taxable income for the Period, the corresponding addi-tional tax shall be paid by Valor Denmark and/or the Company to the Administrative Company to the extent it is required by Danish tax law. Notwithstanding the foregoing in the event that Valor Denmark and/or the Company is in a position to eliminate in full or in part the additional tax by way of increasing the amount of tax-deductible depreciations and the tax authorities approve this election the payment to the Ad-ministrative Company shall at Buyer's discretion be reduced corre-spondingly. If the tax authorities decrease Valor Denmark's and/or the Company's taxable income for the Period the Company and/or Valor Denmark shall receive a corresponding tax amount from the Adminis-trative Company to the extent it is required by Danish tax law. 10.4 Final Calculation for 2005 10.4.1 Valor Denmark, the Company and IPU have been jointly taxed in the income year 2005. The Buyer agrees to procure that the Company and Valor Denmark prepares and delivers a draft tax return for the period from 1 January 2005 - 31 December 2005 to IPU for approval no later than 1 June 2006. The Buyer and IPU each agree to make such infor-mation available to each other or procure that such information is made available to each other - as may reasonably be required in order to...
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Joint Taxation. 12.1. 1 The Company has participated in a mandatory tax consolidation scheme with Nine United. Provisions regarding the termination of the mandatory tax consolidation scheme of the Company are set out in Schedule 12. 1.1. The Company will not enter into to any other joint taxation arrangement based on the shareholdings as of Closing.
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Joint Taxation. 21.1 The Companies will cease to be jointly taxed with the Seller from the Completion Date as specified in Schedule 7.
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Joint Taxation. 14.3.1 The Company has participated in a mandatory tax consolidation scheme with Progressisio ApS as administration company. Provisions regarding the termination of the mandatory tax consolidation scheme of the Company are set out in schedule 14.3.1.
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Related to Joint Taxation

  • Taxation The Depositary will, and will instruct the Custodian to, forward to the Company or its agents such information from its records as the Company may reasonably request to enable the Company or its agents to file the necessary tax reports with governmental authorities or agencies. The Depositary, the Custodian or the Company and its agents may file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of Deposited Securities under applicable tax treaties or laws for the Holders and Beneficial Owners. In accordance with instructions from the Company and to the extent practicable, the Depositary or the Custodian will take reasonable administrative actions to obtain tax refunds, reduced withholding of tax at source on dividends and other benefits under applicable tax treaties or laws with respect to dividends and other distributions on the Deposited Securities. As a condition to receiving such benefits, Holders and Beneficial Owners of ADSs may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or documents, as the Depositary or the Custodian may deem necessary or proper to fulfill the Depositary’s or the Custodian’s obligations under applicable law. The Holders and Beneficial Owners shall indemnify the Depositary, the Company, the Custodian and any of their respective directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained. If the Company (or any of its agents) withholds from any distribution any amount on account of taxes or governmental charges, or pays any other tax in respect of such distribution (i.e., stamp duty tax, capital gains or other similar tax), the Company shall (and shall cause such agent to) remit promptly to the Depositary information about such taxes or governmental charges withheld or paid, and, if so requested, the tax receipt (or other proof of payment to the applicable governmental authority) therefor, in each case, in a form satisfactory to the Depositary. The Depositary shall, to the extent required by U.S. law, report to Holders any taxes withheld by it or the Custodian, and, if such information is provided to it by the Company, any taxes withheld by the Company. The Depositary and the Custodian shall not be required to provide the Holders with any evidence of the remittance by the Company (or its agents) of any taxes withheld, or of the payment of taxes by the Company, except to the extent the evidence is provided by the Company to the Depositary or the Custodian, as applicable. Neither the Depositary nor the Custodian shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or Beneficial Owner’s income tax liability. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the ADSs, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a “Passive Foreign Investment Company” (in each case as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise.

  • 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.

  • DAC TAX The Company and the Reinsurer agree to the DAC Tax Election pursuant to Section 1.848-2(g)(8) of the Income Tax Regulations effective December 29, 1992, under Section 848 of the Internal Revenue code of 1986, as amended, whereby: 12.1.1 The party with the net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(1); and 12.1.2 Both parties agree to exchange information pertaining to the amount of net consideration under this Agreement each year to ensure consistency. To achieve this, the Company shall provide the Reinsurer with a schedule of its calculation of the net considerations for all reinsurance agreements in force between them for a taxable year by no later than May 1 of the succeeding year. The Reinsurer shall advise the Company no later than May 31, otherwise the amounts will be presumed correct and shall be reported by both parties in their respective tax returns for such tax year. If the Reinsurer contests the Company's calculation of net consideration, the parties agree to act in good faith to resolve any differences within thirty (30) days of the date the Reinsurer submits its alternative calculation and report the amounts agreed upon in their respective tax returns for such year. The term "net consideration" will refer to the net consideration as defined in Regulation Section 1.848-2(f). The Company and the Reinsurer will report the amount of net consideration in their respective federal income tax returns for the previous calendar year. The Company and the Reinsurer will also attach a schedule to their respective federal income tax returns which identifies the Agreement as a reinsurance agreement for which the DAC Tax Election under Regulation Section 1.848.2 (g) (8) has been made. This DAC Tax Election will be effective for all years for which this Agreement remains in effect. The Company and the Reinsurer represent and warrant that they are subject to U.S. taxation under either the provisions of subchapter L of Chapter 1 or the provisions of subpart F of subchapter N of Chapter 1 of the Internal Revenue Code of 1986, as amended.

  • Tax Unless specified otherwise in the Proclamation of sale, if the sale of this property is subjected to Tax, such Tax will be payable and borne by the Purchaser.

  • GST (a) Words or expressions used in this clause 24.2 that are defined in the GST Law have the same meaning in this clause 24.2. (b) Any consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

  • Export Taxes Neither Party shall adopt or maintain any duty, tax, or other charge on the export of any good to the territory of the other Party, unless the duty, tax, or charge is also adopted or maintained on the good when destined for domestic consumption.

  • FOREIGN TAX CREDITS AVIF agrees to consult in advance with LIFE COMPANY concerning any decision to elect or not to elect pursuant to Section 853 of the Code to pass through the benefit of any foreign tax credits to its shareholders.

  • Gift Tax Transfers of your IRA assets to a named Beneficiary made during your life and at your request, may be subject to federal gift tax under IRC Sec. 2501.

  • 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

  • Employment Taxes All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes.

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