Period Taxes Sample Clauses

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Period Taxes. In the case of any Straddle Period: (i) the periodic Taxes of the Company Group and the Newco Group that are not based on income or receipts (e.g., property Taxes) for the portion of any Straddle
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Period Taxes. In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that are treated as Taxes attributable to a Pre-Closing Tax Period for purposes of this Agreement shall be: (i) in the case of Taxes (x) based upon, or related to, income, receipts, profits, wages, capital or net worth, (y) imposed in connection with the sale, transfer or assignment of property, or (z) required to be withheld, deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and (ii) in the case of other Taxes, deemed to be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period.
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Period Taxes. (i) For purposes of this Agreement, Taxes shall be allocated between the Pre- and Post-Closing Straddle Periods under a method selected by Realty (including a ratable method) permitted under applicable law. (ii) Realty shall pay to Marketing within fourteen (14) days after receipt of an executed Straddle Period Tax Return prepared by Marketing pursuant to Section 2(a)(ii), the excess of any amount so allocated (based on the amount of Tax shown on such Tax Return) to the Pre-Closing Straddle Period over the amount of any estimated Taxes previously paid by any Pre-Spin-off Member to the relevant Taxing Authority prior to the Closing Date; or Marketing shall pay to Realty within fourteen (14) days after the filing of such Tax Return the excess of the amount of any estimated Taxes previously paid by any Pre-Spin-off Member to the relevant Taxing Authority prior to the Closing Date over the amount so allocated to such Period.
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Period Taxes. In the case of Taxes (other than Distribution Taxes) that are attributable to a Straddle Period, such Taxes shall be allocated between the portion of the Straddle Period that is a Pre-Closing Period and the portion of the Straddle Period that is a Post-Closing Period based on a Closing of the Books Method.
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Period Taxes. For purposes of this Agreement, (i) any Taxes, other than Property Taxes, relating to a Straddle Period that are levied on a per diem basis ("Per Diem Taxes"), shall be allocable to the Pre-Closing Tax Period in an amount equal to the amount of such Per Diem Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the total number of days in the Straddle Period; and (ii) any Taxes, other than Per Diem Taxes and Property Taxes, relating to a Straddle Period shall be allocable to the Pre-Closing Tax Period as if such taxable period ended as of the close of business on the day prior to the Closing Date.
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Period Taxes. The Company, at its cost or expense, shall prepare or cause to be prepared, and file or cause to be filed, on a timely basis, each of the income Tax Returns of the Company (including any amendments thereto) in respect of (a) the taxable period beginning January 1, 1996 and ending on the day before the Effective Time (the "Pre-Merger Period"), and (b) the taxable period consisting of the day of the Effective Time (the "One-Day Period"). The Shareholders shall pay, or cause to be paid, all income Taxes in respect of the Pre-Merger Period, and the Company shall pay, or cause to be paid, all income Taxes in respect of the One-Day Period.
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Period Taxes. In the case of any Straddle Period, the amount of any Taxes based on or measured by income or receipts of each of the Company and the Acquired Companies for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company and the Acquired Companies hold a beneficial interest shall be deemed to terminate at the close of business on the Closing Date) and the amount of other Taxes of the Company and the Acquired Companies for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period through the Closing Date and the denominator of which is the number of days in such Straddle Period. The Buyers (and the Acquired Companies) shall be responsible for all Tax Returns relating to the Acquired Companies that need to be filed at any time following the Closing, except for consolidated Tax Returns of the Company and the Acquired Companies for the period up to the Closing Date, which will be filed by the Company. The Buyers shall allow the Company to review, comment upon and reasonably approve without undue delay any Tax Return related to a Straddle Period or a Pre-Closing Tax Period which is filed after the Closing Date and with respect to which an indemnification claim pursuant to SECTION 11.1 could be made prior to its filing date, and the Company shall allow Parent to review, comment upon and reasonably approve without undue delay any consolidated Tax Return of the Company and the Acquired Companies for the period up to the Closing Date, prior to its filing date.
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Period Taxes. (i) For purposes of this Agreement, Taxes shall be allocated between the Pre- and Post-Closing Straddle Periods, in Host Marriott's reasonable judgment with the consent of the appropriate Services' personnel, which shall not be unreasonably withheld, in the following manner: (A) to the extent not impractical, Taxes shall be allocated on the basis of the actual taxable income for each such period, determined by closing the books of the Pre- Spin-off Group at the close of business on the Closing Date; and (B) to the extent that such an allocation based on a closing of the books is impractical, Host Marriott shall be authorized to allocate Taxes based on rounding to the next nearest accounting period-end. (ii) Host Marriott shall pay to Services within fourteen (14) days after receipt of an executed Straddle Period Tax Return prepared by Services pursuant to Section 2(a)(ii)(B), the excess of any amount so allocated (based on the amount of Tax shown on such Tax Return) to the Pre-Closing Straddle Period over the amount of any estimated Taxes previously paid by any Pre-Spin-off Member to the relevant Taxing Authority prior to the Closing Date; or Services shall pay to Host Marriott within fourteen (14) days after the filing of such Tax Return the excess of the amount of any estimated Taxes previously paid by any Pre-Spin-off Member to the relevant Taxing Authority prior to the Closing Date over the amount so allocated to such Period.
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Period Taxes. After the Closing, the Buyer shall promptly notify the Seller in writing upon the commencement of any Tax Action (each a “Tax Contest”) concerning the Company with respect to a Pre-Closing Tax Period or a Straddle Period. The Seller shall have control over Tax Contests with respect to Pre-Closing Period Taxes and to Taxes relating to Straddle Period Tax Returns that have been filed by the Seller, and the Buyer shall have control over Tax Contests with respect to Post-Closing Period Taxes and to Taxes relating to Straddle Period Tax Returns that have been filed by the Buyer, which control shall (in each case) include the right to settle, compromise and/or concede any such Tax Contest and the right to employ counsel of its choice at its expense; provided, however, that in the case of a Tax Contest that relates to a Straddle Period, the party not controlling the Tax Contest shall have the right to participate in such Tax Contest at its own expense and the party controlling the Tax Contest shall not settle, compromise and/or concede such Tax Contest without the other party’s consent, which consent shall not be unreasonably withheld, conditioned or delayed.
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Related to Period Taxes

  • Straddle Period Taxes Seller shall, at its own expense, prepare and timely file all Tax Returns relating to all real property Taxes, personal property Taxes or similar ad valorem obligations levied (i) on the owner of the Transferred Loans for any taxable period that begins before the Cut-Off Time and ends after the Cut-Off Time and (ii) on the owner of all other CIT Bank Purchased Assets for any taxable period that begins before the Closing Date and ends after the Closing Date (each such taxable period, a “Straddle Period”, and such Taxes, “Straddle Period Taxes”), whether imposed or assessed before or after the Cut-Off Time or the Closing Date, as appropriate. Buyers shall be liable for and shall indemnify Seller, its Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending after the Cut-Off Time for the Transferred Loans and after the Closing Date for all other CIT Bank Purchased Assets and the denominator of which is the number of days in the entire relevant Straddle Period. Seller shall be liable for and shall indemnify Buyers, their Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending before the Cut-Off Time for the Transferred Loans and ending on or before the Closing Date for all other CIT Bank Purchased Assets and the denominator of which is the number of days in the entire relevant Straddle Period. Any credits relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended at the Cut-Off Time or on the Closing Date, as appropriate. Any material Tax Return for a Straddle Period shall be submitted to Buyers by Seller at least ten (10) Business Days prior to the due date of such Tax Return (taking valid extensions into account). Buyers will pay to Seller, within two (2) Business Days after the filing of any such Tax Return by Seller, an amount equal to the portion of the Straddle Period Taxes reflected on such Tax Return for which Buyers are liable under this Section 6.11. For the avoidance of doubt, Straddle Period Taxes do not include any Taxes owed by an Obligor with respect to real property securing any Transferred Loan.

  • Payment and Taxes As soon as practicable following the vesting of any shares of Restricted Stock, the Company shall deliver to Awardee shares of Common Stock then vested. Awardee shall pay, or make arrangements acceptable to the Company for the payment of, any and all federal, state, and local tax withholding that in the opinion of the Company is required by law. For the avoidance of doubt, the Awardee shall be entitled to satisfy any tax withholding obligations hereunder through an election to have shares of Common Stock of the Company withheld from any payments under this Agreement. Unless Awardee satisfies any such tax withholding obligation by paying the amount in cash, by check, stock withholding, or by other arrangements acceptable to the Company, the Company shall withhold a portion of the stock payable upon vesting equal to the tax withholding obligation. Any share withholding pursuant to this Section 8 is intended to be exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to Rule 16b-3(e) under the Exchange Act. As a condition to the effectiveness of this Restricted Stock Award, Awardee shall not make any election to Section 83(b) of the Internal Revenue Code of 1986, as amended, to realize taxable income with respect to the Award as of the Date of Award without consent of the Committee.

  • Payments and Taxes Any and all payments made by Borrower under this Agreement or any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law to be withheld or deducted from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, and (d) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreement.

  • Excluded Taxes Any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or its Commitment pursuant to an Applicable Law in effect on the date on which (i) such Lender acquires such interest in the Loan or its Commitment (other than pursuant to an assignment request by the Borrower under §4.14 as a result of costs sought to be reimbursed pursuant to §4.3 or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to §4.3, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with §4.3(g) and (d) any U.S. federal withholding Taxes imposed under FATCA. Extension Request. See §2.12(a)(i).

  • Rates and Taxes Municipal Tax, surcharge, Multistoried Buildings Tax, Water Tax and other levies in respect of the Buildings and/or the Premises save those separately assessed on the Allottee.