Reimbursement for Taxes. In the event that Executive becomes entitled to payments or other benefits upon termination in accordance with Section 2(a) and any such payments or benefits will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed), the Company shall pay to the Executive, at the time specified in Section 2(a), an amount in addition to that provided for in Section 2(a) such that the net amount retained by the Executive, after deduction of any Excise Tax on such Section 2(a) payments or benefits and any federal, state and local income tax and Excise Tax upon the payment of any additional amount provided for by this Section, shall be equal to the amount provided for in Section 2(a).
Reimbursement for Taxes. Notwithstanding any other provision of this Agreement and without any limitation, each Contributing Party and the MLP shall reimburse the other for its allocable share of Taxes paid by such other party, determined in accordance with this Article VIII, within ten Business Days of receiving notice, together with such supporting evidence as is reasonably necessary to calculate the proration amount (the “Indemnified Taxes”).
Reimbursement for Taxes. Notwithstanding anything in this Article XI to the contrary, to the extent any Award is allocated to reimbursement for real estate taxes and assessments that have been paid with respect to periods after the date title vests in the condemning authority or its designee, such portion shall be paid to the party who paid such taxes and assessments. To the extent any Award is allocated to reimbursement of prepayment penalties, such portion shall be paid to the party that paid the prepayment penalty.
Reimbursement for Taxes. Buyer shall reimburse Seller for any Taxes paid by Seller with respect to the Business for the period beginning on the Accretion Date and ending on the Closing Date (the "Reimbursement Period") and the Taxes Buyer is required to reimburse Seller for pursuant to this Section 10.9 shall be referred to herein as the "Reimbursed Tax Amount"). For purposes of this Agreement, the Reimbursed Tax Amount shall equal (a) the sum of (i) the Tax liability of the Business for the Reimbursement Period, computed as if the Business were conducted on a stand alone basis and assuming a maximum tax rate for federal, state and local income tax purposes of 39 percent and (ii) any other Taxes paid by Seller with respect to the Business for the Reimbursement Period less (b) the amount of any Taxes with respect to the Business for the Reimbursement Period paid by Seller from operating cash of the Business during the Reimbursement Period. To the extent the operation of the Business during the Reimbursement Period results in a loss for Tax purposes then the Seller shall reimburse the Buyer in an amount equal to the product of (x) the amount of the taxable loss with respect to the Business for the Reimbursement Period, computed as if the Business were conducted on a stand alone basis and (y) an applicable tax rate of 39 percent (the "Reimbursed Tax Loss Amount"). In calculating the Reimbursed Tax Amount or the Reimbursed Tax Loss Amount, as the case may be, items of income, gain, loss, deduction and credit shall be allocated to the Business in a manner consistent with past practice. Seller shall provide Buyer with a statement (the "Reimbursed Tax Statement") setting forth in reasonable detail calculations of the Reimbursed Tax Amount or the Reimbursed Tax Loss Amount, as the case may be, and Buyer shall have the right to review and approve the Reimbursed Tax Statement for 30 days following the receipt thereof. Seller and Buyer shall attempt in good faith mutually to resolve any disagreements regarding such Reimbursed Tax Statement. If such dispute is not resolved within 45 days, the parties shall jointly retain a nationally recognized independent accounting firm to resolve the dispute. The fees of the independent accounting firm shall be borne equally by Buyer and Seller, and the decision of such independent accounting firm be final and binding on all parties.
Reimbursement for Taxes. Borrower will promptly, upon written demand of Lender, reimburse Lender for any taxes assessed against Lender by any state (with the exception of income taxes payable by Lender) which is on account of or measured by the interest income received by Lender under the Pledged Timeshare Loans and Assigned Deeds of Trust assigned to Lender pursuant to this Agreement or in any way imposed upon Lender in connection with the transactions contemplated hereunder, including, without limitation, any general intangible tax or documentary tax.
Reimbursement for Taxes. All taxes, of any nature whatsoever, including fees, excise taxes, goods and services taxes or other governmental charges and any additions or charges thereon, hereafter imposed by Canada or any political subdivision thereof or therein (hereinafter singularly referred to as a “tax” and collectively referred to as “taxes”) relating to or based on the sale or delivery of Steam or the provision of services hereunder or relating to any documents (including this Agreement) evidencing or giving effect to the purchase or delivery of Steam hereunder or the provision of services hereunder, but not including any taxes of any nature whatsoever relating to the business or occupation, franchise, income, capital gains or excess profits of LANXESS or taxes measured by the net income of LANXESS, shall be for the account of BioAmber Sarnia and to the extent that any such tax or taxes are paid by LANXESS, BioAmber Sarnia shall promptly reimburse LANXESS therefor upon receipt of LANXESS’ request accompanied by satisfactory documentation. The amount charged to BioAmber Sarnia for Steam purchased or services provided hereunder shall not include taxes for which BioAmber Sarnia provides LANXESS with valid evidence of exemption from such taxes. If any tax paid by LANXESS and reimbursed by BioAmber Sarnia is subject to refund, LANXESS shall use reasonable efforts to obtain such refund. LANXESS shall promptly reimburse BioAmber Sarnia for the amount of any refund of taxes in respect of which BioAmber Sarnia has reimbursed LANXESS. Where a refund can only be obtained by BioAmber Sarnia, LANXESS shall provide reasonable assistance to BioAmber Sarnia in obtaining such refund. Credits to which LANXESS is entitled against amounts required to be paid by LANXESS in respect of harmonized sales taxes relating to the transactions contemplated by this Agreement shall not be considered refunds for the purposes of this Section 8.6.
Reimbursement for Taxes. If at anytime following the Closing, the Internal Revenue Service shall determine that the Company was not eligible at anytime prior to the Closing to use the cash method of accounting for computing taxable income for income tax purposes, then the Buyer hereby agrees to reimburse Seller for up to $100,000.00 of taxes, penalties and interest incurred by Seller as to such adjustment by the Internal Revenue Service. Any reimbursement required pursuant to this paragraph shall be made by the Buyer within ten (10) business days following Seller giving written notice to Buyer of Seller's intention to pay such amount on such tenth day. 8.
Reimbursement for Taxes. 77 11.21 Submissions .................................................. 77 11.22 Confidentiality .............................................. 78 LIST OF EXHIBITS EXHIBIT "A" Form of Hypothecation Loan Agreement EXHIBIT "B" Backup Servicer's Agreement EXHIBIT "C" Custodial Agreement EXHIBIT "D" Form of Pledge and Assignment of Note Receivable and Applicable Mortgage EXHIBIT "E" Form of Pledge and Assignment of Consumer Notes Receivable and Interval Mortgages EXHIBIT "F" Form of Assignment of Underlying Guarantee EXHIBIT "G" Form of Lockbox Agreement EXHIBIT "H" Permitted Liens and Encumbrances EXHIBIT "I" Qualified Borrower Underwriting Guidelines EXHIBIT "J" Qualified Loan Underwriting Guidelines EXHIBIT "K" Qualified Resort Underwriting Guidelines EXHIBIT "L" Form of Servicing Agreement EXHIBIT "M" Form of Advance Request EXHIBIT "N" Pending Litigation EXHIBIT "O" Form of Borrowing Base Report EXHIBIT "P" Form of Assignment to Assignee EXHIBIT "Q" Approval Time Frames LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT is made and entered into as of February 11, 1998, by and among RESORT FUNDING, INC., a Delaware corporation ("Borrower"), EQUIVEST FINANCE, INC., a Florida corporation ("Guarantor"), and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, a Delaware limited liability company ("Lender"). In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound, hereby agree as follows:
Reimbursement for Taxes. Purchaser acknowledges that the Initial Members will be taxed on the ordinary income each Initial Member receives on the sale of the Transferred Securities. Purchaser agrees that at Closing Equinox will, from the proceeds of the Initial Offering, reimburse the Initial Members in an amount equal to the difference between the federal and state income tax paid with respect to the sale of the Transferred Securities and the amount which the Initial Members would have paid if the sale of the Transferred Securities were taxed as long term capital gains, provided that such amount shall not exceed $100,000 in the aggregate for all Initial Members. Such amount shall be paid no later than thirty (30) calendar days prior to the date that the Initial Members federal taxes are due.
Reimbursement for Taxes. Upon the issuance of the Forms K-1 from the Company to Sellers, Buyer shall pay, as a distribution, to each Seller the amount necessary to satisfy each Seller’s federal income tax liability resulting from the imputed but not received income (“Imputed Income”) reported on the Form K-1 issued to the Sellers by the Company for tax year 2010 (including any short year return for the Company). In the event of any audit adjustments by the Internal Revenue Service (“IRS”) to the Company, Buyer shall pay or distribute, within ten (10) days of the IRS report, including but not limited to, a revenue agent’s report (Form 4549), notice of deficiency or other adjustment report (a “Report”), reflecting an increase in income to the Company which will flow-through to the Sellers, sufficient proceeds to the Sellers to satisfy the resulting income tax liability (tax, penalties, and interest) caused by the IRS audit. Further, Buyer shall pay to each Seller the amount necessary to satisfy his federal and/or state income tax liability resulting from any and all tax resulting from the issuance of the SSGI Shares as contemplated under Section 1.3(a) within ten (10) days of such Seller presenting a copy of his federal and state income tax return (e.g., Form 1040) to Buyer. Also, in the event that the Internal Revenue Service determines that tax is due on the issuance of shares in accordance with Section 1.3(a)(i) and/or the cancellation of the promissory notes in accordance with Section 1.4 (“Adjusted Items”) and issues a Report reflecting tax due by any Seller, Buyer shall pay to such Seller, within ten (10) days of Buyer receiving a copy of the Report, one hundred forty-two and eighty-fifth percent (142.85%) of the tax, penalty and interest listed on the Report for the Adjusted Items. The purpose of multiplying the tax, penalty, and interest by 142.85% is to satisfy the tax liability resulting from or caused by the payment from the Buyer to any Seller under this Section 7.3. Solely for purposes of this Section 7.3, notwithstanding any provision under this Agreement, the parties waive any statute of limitations provision under Florida law or any other restriction on claims. Notwithstanding the foregoing provisions of this Section 7.3, Buyer shall not be obligated to make reimbursements or other payments to the Sellers under this Section 7.3 in excess of $205,822.00 in the aggregate to all Sellers.
