Payments and Tax Refunds Sample Clauses

Payments and Tax Refunds. Allocation of Tax Liabilities 9 Section 2.2 Determination of Taxes Attributable to the WKKC Business 10 Section 2.3 Employment Taxes 10 Section 2.4 Transaction Taxes 10 Section 2.5 Delayed WKKC Assets; Delayed WKKC Liabilities; Delayed Kellanova Assets; Delayed Kellanova Liabilities 10 Section 2.6 Tax Refunds 10 Section 2.7 Tax Benefits 11 Section 2.8 Prior Agreements 11 PREPARATION AND FILING OF TAX RETURNS Section 3.1 Kellanova’s Responsibility 11 Section 3.2 WKKC’s Responsibility 11 Section 3.3 Right To Review Tax Returns 11 Section 3.4 Cooperation 11 Section 3.5 Tax Reporting Practices 12 Section 3.6 Reporting of the Transactions 12 Section 3.7 Protective Section 336(e) Election 12 Section 3.8 Payment of Taxes 13 Section 3.9 Amended Returns and Carrybacks 13 Section 3.10 Tax Attributes 14 TAX-FREE STATUS OF THE TRANSACTIONS Section 4.1 Representations and Warranties 14 Section 4.2 Certain Restrictions Relating to the Tax-Free Status of the Transactions 15 INDEMNITY OBLIGATIONS Section 5.1 Indemnity Obligations 17 Section 5.2 Indemnification Payments 18 Section 5.3 Payment Mechanics 18 Section 5.4 Treatment of Payments 18 TAX CONTESTS
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Payments and Tax Refunds. General Rule 8 Section 2.2 U.S. Federal Income Tax Relating to Joint Returns 8 Section 2.3 U.S. Federal Income Tax Relating to Separate Returns 8 Section 2.4 U.S. State Tax Relating to Joint Returns 9 Section 2.5 U.S. State Tax Relating to Separate Returns 9 Section 2.6 Non-U.S. Tax Relating to Joint Returns 9 Section 2.7 Non-U.S. Tax Relating to Separate Returns 10 Section 2.8 Non-Income Taxes 10 Section 2.9 Separation Taxes 10 Section 2.10 Determination of Tax Attributable to a Particular Entity 11 Section 2.11 2.11 Allocation of Employment Taxes 11 Section 2.12 Certain Transaction Taxes and Breaches of Covenants 11 Section 2.13 Straddle Periods 12 Section 2.14 Tax Refunds 12 Section 2.15 Prior Agreements 12
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Payments and Tax Refunds. (a) (i) Payments to any Indemnified Party under Section 9.2 (Tax Indemnification) shall be due within thirty (30) Business Days following written notice by the Indemnified Party that payment of such amounts to the appropriate Taxing Authority or other applicable third party is or was due by the Indemnified Party; provided, that the Indemnifying Party shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Taxing Authority or applicable third party. In the case of a Tax that is contested in accordance with the provisions of Section 9.5 (Tax Proceedings) of this Agreement, payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Governmental Authority or a court. For this purpose, a “final determination” shall mean a settlement, compromise, or other agreement with the relevant Taxing Authority, whether contained in an IRS Form 870 or other comparable form, or otherwise, or such procedurally later event, such as a closing agreement with the relevant Governmental Authority, an agreement contained in IRS Form 870-AD or other comparable form, an agreement that constitutes a “determination” under Section 1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax Court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired. (b) Payments required to be made under Section 9.4(c) or Section 9.4(d) (Payments and Tax Refunds) shall be due within thirty (30) Business Days of the actual receipt of the refund or the application of any such refunds as a credit against Tax, in each case net of any costs (including Taxes) to the party receiving such refund. (c) Except as otherwise provided in the following sentence, the Sellers shall be entitled to any refunds (including interest paid therewith) of Taxes actually received or applied against a Tax liability of Buyer or any of their Affiliates (including, after the Closing, the Company and the Company Subsidiaries) of Taxes imposed on the Company or any of the Company Subsidiaries with respect to a Pre-Closing Period; provided, however, that Buyer shall be entitled to any refunds of Taxes to the extent that (i) such refunds were taken into account as an asset in determining the Final Adjustment Statement, or ...
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Payments and Tax Refunds. Allocation of Tax Liabilities 8 2.2 Employment Taxes 8 2.3 Tax Refunds 9 2.4 Tax Benefits 9 2.5 Prior Agreements 9
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Payments and Tax Refunds. Responsibility of Everest 10 Section 2.2 Responsibility of Newco 10 Section 2.3 Separation and Transfer Taxes 10 Section 2.4 Specified Pre-Distribution Period Taxes 10 Section 2.5 Straddle Period Tax Allocation 11 Section 2.6 Allocation of Employment Taxes 11 Section 2.7 Tax Refunds 11 Section 2.8 Tax Benefits 12 Section 2.9 Prior Agreements 12 Section 2.10 Apportionment of Taxes 12
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Payments and Tax Refunds. U.S. Federal Income Tax Relating to Joint Returns 7
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Payments and Tax Refunds 
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Related to Payments and Tax Refunds

  • Payment and Taxes 3.1 The services will be charged to County on a Time and Material basis not including travel or other reimbursable expenses. County agrees to pay Consultant the fees set forth in the SOW. County shall reimburse Consultant for reasonable travel and out-of-pocket expenses incurred in the performance of this Agreement; provided, however, all proposed travel and out-of-pocket expenses must be reviewed and approved by County prior to being incurred. Unless specified otherwise in the SOW, Consultant will invoice County semi-monthly for Services. County’s payment of the Services and Deliverables shall be governed by Chapter 2251 of the Texas Government Code. Invoices shall be paid by County within thirty (30) days from the date of the Williamson County Auditor’s receipt of an invoice. Interest charges for any late payments shall be paid by County in accordance with Texas Government Code Section 2251.025. More specifically, the rate of interest that shall accrue on a late payment is the rate in effect on September 1 of County’s fiscal year in which the payment becomes due. The said rate in effect on September 1 shall be equal to the sum of one percent (1%); and (2) the prime rate published in the Wall Street Journal on the first day of July of the preceding fiscal year that does not fall on a Saturday or Sunday. In the event that a discrepancy arises in relation to an invoice, such as an incorrect amount on an invoice or a lack of documentation that is required to be attached to an invoice to evidence the amount claimed to be due, County shall notify Consultant of the discrepancy. Following County’s notification of any discrepancy as to an invoice, Consultant must resolve the discrepancy and resubmit a corrected or revised invoice, which includes all required support documentation, to the Williamson County Auditor. County shall pay the invoice within thirty (30) days from the date of the Williamson County Auditor’s receipt of the corrected or revised invoice. County’s payment of an invoice that contains a discrepancy shall not be considered late, nor shall any interest begin to accrue until the thirty-first (31st) day following the Williamson County Auditor’s receipt of the corrected or revised invoice. 3.2 County agrees to pay the amount of any sales, value added, use, excise or similar taxes applicable to the performance of the SOW, if any, or County shall provide Consultant with a certificate acceptable to the taxing authorities exempting County from payment of such taxes.

  • Taxes and Tax Returns (a) Each of Home and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns that were required to be filed by it, and all such Tax Returns are true, correct and complete in all material respects. Neither Home nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of Home and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid other than Taxes that have been reserved or accrued on the balance sheet of Home or its Subsidiaries or which Home and/or its Subsidiaries is contesting in good faith. Each of Home and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party. Neither Home nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Home and its Subsidiaries for all years to and including 2008 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither Home nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any Tax of Home and its Subsidiaries or the assets of Home and its Subsidiaries. Home has made available to Cascade true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither Home nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Home and its Subsidiaries). Neither Home nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Home) or (ii) has any liability for the Taxes of any person (other than Home or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither Home nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither Home nor any of its Subsidiaries has participated in a listed transaction within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (or any predecessor provision), and neither Home nor any of its Subsidiaries has been notified of, or to the knowledge of Home or its Subsidiaries has participated in, a transaction that is described as a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has Home been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. There are no Liens for Taxes upon the assets of Home or any of its Subsidiaries other than Liens for current Taxes not yet due and payable. As of the date hereof, neither Home nor its Subsidiaries has knowledge of any conditions which exist or which may fail to exist that might prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. No claim has ever been made by any Governmental Entity in a jurisdiction where Home or a Home Subsidiary does not file Tax Returns that Home or such Subsidiary is or may be subject to taxation by that jurisdiction. Neither Home nor any of its Subsidiaries has filed an election under Section 338(g) or 338(h)(10) of the Code. Neither Home nor any of its Subsidiaries has agreed, nor is it required, to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise that will affect its liability for Taxes. (b) As used in this Agreement, the term “Tax” or “Taxes” means all federal, state, local and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon.

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