SALE TO SATISFY INCOME TAX LIABILITIES Sample Clauses

SALE TO SATISFY INCOME TAX LIABILITIES. Subject to the provisions of Section 6.1(b), but notwithstanding the limitations set forth in any other Section of this Article VI, Michxxx xxxll have the right, exercisable upon notice to the Company given no later than twelve (12) months after the exercise of any Option, to require the Company to purchase a number of Option Shares (and/or, to the extent their sale is not otherwise restricted, Restricted Shares) at the price provided in Section 6.7, such that the proceeds of such purchase shall equal the amount, if any, of Michael's additional income tax liability (federal, state and local) actually occasioned as a result of the exercise of such Option. Such notice shall include a written certification of such amount by Michael's tax accountant. Any shares of Class A Stock sold under this Section 6.2 shall be taken into account when calculating the aggregate number of shares of Class A Stock that Michxxx xxxll be entitled to sell in any single calendar year under 25 30 any other Section of this Article VI, it being the intent of the parties that shares of Class A Stock sold under this Section 6.2 shall be included in, and shall not be in addition to, such aggregate number of shares permitted to be sold in any single calendar year under any such other Section of this Article VI.
Sample 1
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SALE TO SATISFY INCOME TAX LIABILITIES. Notwithstanding the limitations set forth in any other Section of this Article VII, Ken xxxll have the right, exercisable upon notice to the Company given no later than twelve (12) months after the exercise of any Option, to sell a number of Option Shares (and/or, to the extent their sale is not otherwise restricted, Restricted Shares) on the public market, such that the proceeds of such sale shall equal the amount, if any, of Ken's additional income tax liability (federal, state and local) actually occasioned as a result of the exercise of such Option. Such notice shall include a written certification of such amount by Ken's tax accountant. Any shares of Class A Stock sold under this Section 7.2 shall be taken into account when calculating the aggregate number of shares of Class A Stock that Ken xxxll be entitled to sell in any single calendar year under any other Section of this Article VII, it being the intent of the parties that shares of Class A Stock sold under this Section 7.2 shall be included in, and shall not be in addition to, such aggregate number of shares permitted to be sold in any single calendar year under any such other Section of this Article VII.
Sample 1
SALE TO SATISFY INCOME TAX LIABILITIES. Notwithstanding the limitations set forth in any other Section of this Article VII, Michxxx xxxll have the right, exercisable upon notice to the Company given no later than twelve (12) months after the exercise of any Option, to sell a number of Option Shares (and/or, to the extent their sale is not otherwise restricted, Restricted Shares) on the public market, such that the proceeds of such sale shall equal the amount, if any, of Michael's additional income tax liability (federal, state and local) actually occasioned as a result of the exercise of such Option. Such notice shall include a written certification of such amount by Michael's tax accountant. Any shares of Class A Stock sold under this Section 7.2 shall be taken into account when calculating the aggregate number of shares
Sample 1

Related to SALE TO SATISFY INCOME TAX LIABILITIES

  • Income Tax Liability Within ten Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) which equal or exceed $1,000,000 in the aggregate, telephonic or telecopied notice (confirmed in writing within five Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof.

  • Allocation of Tax Liabilities The provisions of this Section 2 are intended to determine each Company's liability for Taxes with respect to Pre-Distribution Periods. Once the liability has been determined under this Section 2, Section 5 determines the time when payment of the liability is to be made, and whether the payment is to be made to the Tax Authority directly or to another Company.

  • Federal Income Tax Allocations Net income of the Trust for any month as determined for federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) during which the beneficial ownership interests in the Trust are held by more than one Person shall be allocated:

  • INCOME TAX RETURNS Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Income Tax Allocations (a) Except as provided in this Section 4.3, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for Capital Account purposes under Section 4.1 and Section 4.2.

  • Income Tax Matters (i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

  • Tax Liabilities The Investor understands that it is liable for its own tax liabilities.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Income Taxes Paragraph 1. The authority citation for part 1 continues to read in part as follows: Authority: 26 U.S.C. 7805 * * * EXHIBIT G-2 FORM OF TRANSFEROR CERTIFICATE __________ , 20__ Residential Funding Mortgage Securities I, Inc. 8400 Normandale Xxxx Xxxxxxxxx Xxxxx 000 Xxxxxxxxxxx, Xxxxxxxxx 00000 [Trustee] Attention: Residential Funding Corporation Series _______ Re: Mortgage Pass-Through Certificates, Series ________, Class R[-__] Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _____________________ (the "Seller") to _____________________(the "Purchaser") of $______________ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series ________, Class R[-__] (the "Certificates"), pursuant to Section 5.02 of the Series Supplement, dated as of ________________, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement") among Residential Funding Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and __________, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that:

  • Treatment of Tax Indemnity and Tax Benefit Payments In the absence of any change in Tax treatment under the Code or other applicable Tax Law,

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