SECONDARY TAX LIABILITIES Sample Clauses

SECONDARY TAX LIABILITIES. No Group Company is or, so far as the Sellers are aware, will become liable to pay, reimburse or indemnify any person (including a Taxation Authority) an amount in respect of a tax liability which is the primary liability of, or (where the tax liability does not result from profits earned, accrued or received by that Group Company or from any supply made by that Group Company) joint and several liability of, any other person, body of persons, entity or company.
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SECONDARY TAX LIABILITIES. 8.1 The Seller covenants with the Buyer to pay to the Buyer an amount equivalent to any Tax, or any amount on account of Tax, which the Company or any other member of the Buyer’s Tax Group is required to pay to a Tax Authority as a result of a failure by any Seller or any member of a Seller’s Group to discharge that Tax for which it is primarily liable. 8.2 The Buyer covenants with the Seller to pay to the Seller an amount equivalent to any Tax, or any amount on account of Tax, which the Seller or any member of the Seller’s Group is required to pay to a Tax Authority as a result of a failure by the Company after Closing or any member of the Buyer’s Tax Group, to discharge that Tax for which it is primarily liable. 8.3 The covenants contained in paragraphs 8.1 and 8.2 shall: A. extend to any reasonable out of pocket costs and expenses properly incurred by the Seller, a member of the Seller’s Group, the Buyer or a member of the Buyer’s Tax Group (as applicable) in connection with such Tax or a successful claim under paragraphs 8.1 and 8.2, as the case may be; B. (in the case of paragraph 8.2) not apply to Tax to the extent that the Buyer could claim payment in respect of it under paragraph 1 or the Tax Warranties, except to the extent |US-DOCS\117790358.20|| a payment has been made pursuant to paragraph 1 or for breach of the Tax Warranties; and C. not apply to Tax to the extent it has been recovered under any relevant statutory provision (and the Buyer or the Seller, as the case may be, shall procure that no such recovery is sought to the extent that payment is made hereunder).
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SECONDARY TAX LIABILITIES. (a) In this clause 27.2: (i) a Relevant Person in relation to a Securityholder means that Securityholder and any other person (excluding any Group Company) that may be treated for the purposes of any Tax as having been at any time on or after the date of this agreement a member of the same group of companies as, or otherwise associated with or connected with, that Securityholder; (ii) a Tax liability will be deemed to have been suffered by a person: (A) if that person is required to make a payment to a Tax Authority in respect of that Tax liability; or (B) if that person would have been required to make a payment to a Tax Authority in respect of that Tax liability but for the utilisation or offset of a Relief or repayment of Tax available to that person; and (iii) Tax will be deemed to be attributable to a person (the Attributed Person) and not to another person if and to the extent that it is Tax which is payable by reference to the income, profits or gains, transactions, assets, capital or liabilities of the Attributed Person and not of the other person. (b) Each Securityholder covenants with each Company to pay to that Company an amount equal (on an after-Tax basis) to: (i) any Tax liability suffered by that Company or any Group Company in which that Company directly or indirectly holds an interest: (A) as a result of a failure by a Relevant Person in relation to that Securityholder to discharge Tax for which it is liable; or (B) which is attributable to a Relevant Person in relation to that Securityholder and is not attributable to a Group Company, which in each case would not have been suffered by the relevant Company or Group Company but for the relationship, after: (I) the date of the Transfer Agreement in the case of an Investor Securityholder; or (II) the Effective Date (or, if later, the date upon which that Group Company became a Group Company) in the case of a WPP Securityholder, of the relevant Company or that Group Company with any Relevant Person in relation to that Securityholder; and (ii) any reasonable out-of pocket costs or expenses reasonably and properly incurred by that Company or Group Company solely and directly in connection with any Tax liability as is referred to in clause 27.2(b)(i) or in connection with any action taken in avoiding, resisting or settling any such Tax liability or in connection with successfully taking or defending any action under this clause 27.2(b). (c) If a Company or any Group Company in which that Company ...
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Related to SECONDARY TAX LIABILITIES

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

  • Income Tax Liability Within ten (10) 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, or assess or propose the collection of Taxes required to have been withheld by, the Borrower which equal or exceed $100,000 in the aggregate, telephonic or facsimile notice (confirmed in writing within five (5) Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof;

  • Tax Liability The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the creation or redemption of any Basket made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Trustee, the Sponsor or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon.

  • 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.

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

  • Straddle Periods (i) For purposes of Section 8.1(a)(i) and 8.1(b)(i), in the case of Taxes that are payable with respect to a taxable period that begins before the Closing Date and ends after the Closing Date (a "Straddle Period"), the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall be: (1) in the case of Taxes that are either (x) based upon or related to income, or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the taxable year ended with (and included) the Closing Date; (2) in the case of Taxes that are based upon gross premiums deemed equal to the amount that would be payable with respect to the premium written as of the Closing Date; and (3) in the case of Taxes imposed on a periodic basis with respect to the assets of the Acquired Subsidiaries , or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period, (ii) To the extent permitted under applicable Law, Parent and Purchaser shall take all actions reasonably necessary to terminate the taxable year of the Acquired Subsidiaries on the Closing Date. To the extent any such taxable year of the Acquired Subsidiaries is terminated on the Closing Date, the parties hereto agree to cause the Acquired Subsidiaries to file all Tax Returns for the period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on that basis.

  • 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.

  • Current Taxes Adequate provisions have been made for taxes payable for the current period for which tax returns are not yet required to be filed and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return by, or payment of, any tax, governmental charge or deficiency by the Company. The Vendors are not aware of any contingent tax liabilities or any grounds which would prompt a reassessment including aggressive treatment of income and expenses in filing earlier tax returns; The Company- Applicable Laws and Legal Matters

  • Income Taxes 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 [Xxxxxxx] Xxxention: 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:

  • Straddle Period In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be: (a) in the case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed in connection with the sale, transfer or assignment of property, or (iii) required to be withheld, deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and (b) 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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