Liability for Certain Taxes. (a) In the event that the Partnership shall be required to make payments to any federal, state or local or any foreign taxing authority with respect to any Limited Partner’s allocable share of income, the amount of such taxes shall be considered a loan to such Limited Partner, and such Limited Partner shall be liable for, and shall pay, any taxes so required to be withheld and paid over by the Partnership within ten (10) days after the General Partner’s request therefor. Alternatively, the General Partner may deduct the amount of such taxes from such Limited Partner’s Capital Account and treat it as cash distributed to such Limited Partner in which case, the amount of distributions to such Limited Partner under Section 5.01 shall be reduced by such payment.
(b) The Partnership may withhold and pay over to the U.S. Internal Revenue Service (or any other relevant taxing authority) such amounts as it is required to withhold or pay over, pursuant to the Code or any other applicable law, on account of a Limited Partner’s distributive share of the Partnership’s items of gross income, income or gain. Any taxes so withheld or paid over with respect to a Limited Partner’s allocable share of the Partnership’s gross income, income or gain shall be deemed to be a distribution or payment to such Limited Partner, reducing the amount otherwise distributable to such Limited Partner pursuant to this Agreement and reducing the Capital Account of such Limited Partner. Each Limited Partner agrees to indemnify the Partnership and the applicable Series in full for any amounts required to be withheld pursuant to this 5.05(b) with respect to such Limited Partner (including, without limitation, any interest, penalties and expenses associated with such payments), and each Limited Partner shall promptly upon notification of an obligation to indemnify pursuant to this Section 5.02(b) make a cash payment to the Partnership, as requested, equal to the full amount to be indemnified with interest to accrue on any portion of such cash payment not paid in full when requested, calculated at a rate equal to 10% per annum, compounded as of the last day of each year (but not in excess of the highest rate per annum permitted by law). Each Limited Partner grants to the Partnership a security interest in such Limited Partner’s Interest to secure the Limited Partner’s obligation to pay the Partnership the amounts required to be paid pursuant to this Section.
(c) The General Partner shall not be ob...
Liability for Certain Taxes. In the event that the Fund shall be deemed to be an entity separately subject to the state or local income tax laws of any jurisdiction or taxing authority, each Member shall be liable for any income taxes due and payable or paid to such jurisdiction in accordance with the Allocation Formula set forth in Section 3.5. The Managing Member is authorized to deduct the amount of such taxes from such Member’s Book Capital Account. The Member will remain liable for any deficiency and, upon request of the Managing Member, shall promptly pay the amount of such deficiency as requested by the Managing Member.
Liability for Certain Taxes. In the event that the Company shall be deemed to be an entity separately subject to the state or local income tax laws of any jurisdiction or taxing authority, and in the event that such tax is payable by or has been paid by the Company, each Member shall be liable for and shall pay to the Company its share, determined in accordance with its Interest, of any income taxes due and payable or paid to such jurisdiction within 10 days after the Company’s request therefor.
Liability for Certain Taxes. In the event that the Partnership shall be required to make payments to any Federal, state or local or any foreign taxing authority with respect to any Partner’s allocable share of Partnership income, the amount of such taxes shall be considered a loan by the Partnership to such Partner, and such Partner shall be liable for, and shall pay to the Partnership, any taxes so required to be withheld and paid over by the Partnership within ten (10) days after the General Partner’s request therefor.
Liability for Certain Taxes. All sales, use, documentary, recording, stamp, transfer and similar taxes, assessments and fees arising from the transactions contemplated by this Agreement shall be borne and paid by the Sellers, except for any such taxes arising in the United States or any state thereof which taxes shall be paid by Buyer or its Affiliates.
Liability for Certain Taxes. 63 9.8 Noncompete Agreement......................................... 63 9.9
Liability for Certain Taxes. All sales, use, excise, value- --------------------------- added, goods and services, transfer, recording, documentary, registration, conveyancing and similar Taxes that may be imposed on the sale and transfer of the Purchased Assets (including any stamp, duty or other Tax chargeable in respect of any instrument transferring property and any recording fees or expenses payable in connection with the sale and transfer of the Business Proprietary Rights included in the Purchased Assets), together with any and all penalties, interest and additions to Tax with respect thereto, shall be paid one-half by Seller and one-half by Buyer. Buyer and Seller shall cooperate in timely making all filings, returns, reports and forms as may be required to comply with the provisions of applicable law in connection with the payment of any such Taxes described in the immediately preceding sentence. Buyer and Seller shall cooperate in providing each other with appropriate resale exemption certification and other similar Tax and fee documentation.
Liability for Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) arising out of the transactions contemplated by this Agreement (including any gains Tax, transfer Tax and any similar tax imposed by a state, subdivision or foreign taxing authority) and any filing or recording fees payable in connection with the instruments of transfer provided for herein, shall be paid by Seller when due. Seller will pay any income, gross receipts or profits Taxes attributable to any of Seller's income, gain, gross receipts, accretion of wealth or receipt of consideration arising out of the transactions contemplated by this Agreement. Seller will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and any filing or recording fees and, if required by applicable law, Buyer will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation. Buyer shall promptly provide Buyer with copies of such Tax Returns and other documentation with evidence of payment of such Taxes and fees.
Liability for Certain Taxes. (a) After the Buyer has paid any Taxes accrued on the books and records of the Company or the Subsidiary with respect to a period for which the Taxes are not due and payable on the Closing Date, the Stockholders shall reimburse the Buyer for the amount of (i) any Taxes paid by the Company or the Subsidiary with respect to any Pre-Closing Period (other than Taxes imposed on the Company under Section 1374 of the Code relating to the 2003 Pre-Closing Period resulting from the Federal and State Election with respect to the Subsidiary) and (ii) that portion of any Taxes which is attributable to any Pre-Closing Straddle Period (determined in the manner specified in Subsection 12.03(b) below). Such reimbursement shall be made in the manner described in Sections 13.03 and 13.05.
(b) For purposes of allocating Taxes which relate to a Straddle Period, in the case of Taxes that are either based upon or related to income or receipts or imposed in connection with any sale, transfer, assignment, or distribution of property (real or personal, tangible or intangible), the amount of such Taxes that is allocable to the Pre-Closing Straddle Period shall be deemed equal to the amount which would have been payable if the period for which such Tax is assessed ended on and included the Closing Date, and the balance of such Taxes shall be allocated to the Post-Closing Straddle Period. All other Taxes (including without limitation, real estate and personal property Taxes for or relating to any Straddle Period, regardless of whether such Taxes were a lien against the assets of the Company or the Subsidiary on the Closing Date) shall be computed and allocated between the Pre-Closing Straddle Period and the Post-Closing Straddle Period on a per diem basis.
(c) Buyer shall not be entitled to reimbursement from the Stockholders for (i) any Taxes paid by the Company or the Subsidiary with respect to any Post-Closing Period or (ii) that portion of any Taxes payable with respect to any Straddle Period which is attributable to the Post-Closing Straddle Period (determined in the manner specified in Subsection 12.03(b) above).
Liability for Certain Taxes. From and after the Closing, the Seller shall indemnify and hold harmless the Buyer and its Affiliates (including the Company and its Subsidiaries) and the respective Representatives, successors and assigns of each of the foregoing from and against any Losses incurred, sustained or suffered by any of the Buyer and its Affiliates (including the Company and its Subsidiaries) as a result of, arising out of or relating to, or constituting Pre-Closing Taxes (other than (i) Taxes taken into account as a liability in determining Closing Net Working Capital, Transaction Expenses or Indebtedness, in each case as finally determined and (ii) Taxes that are attributable to any transaction engaged in by or at the direction of the Buyer or any of its pre-Closing Affiliates on the Closing Date after the Closing that is outside the ordinary course of business (unless (A) such transaction was contemplated by the terms of this Agreement or any Ancillary Agreement or was engaged in at the direction of the Seller or its pre-Closing Affiliates, (including the Company or any of its Subsidiaries prior to Closing) or (B) such Taxes would not have been incurred but for a breach of a representation by the Seller)). Notwithstanding anything in this Agreement to the contrary, the foregoing indemnification obligation shall not be subject to any limitations set forth in Section 8.6(a).
