Specified Tax Matters Sample Clauses

Specified Tax Matters. Notwithstanding and without limitation of any other provision in this Section 14, Spinco and RMT Parent shall consult and cooperate (and shall cause each other member of their respective Groups to consult and cooperate) fully at such time and to the extent requested by LMC in connection with all Specified Tax Matters. Such cooperation shall include, without limitation:
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Specified Tax Matters. Notwithstanding anything in Section 10.04 and Section 10.06 to the contrary, promptly following the Closing, the Sellers’ Representative shall retain Mxxxxx Cxxxxx & Co Ltd, on behalf of the Surviving Company, with respect to preparing and, with the Surviving Company’s approval, filing original Tax Returns or applying to enter into, negotiating and entering into voluntary disclosure agreements (or similar programs) related to any Tax Return required to be filed in a state for a Pre-Closing Tax Period (each such agreement and any such Tax Returns, a “Specified Tax Matter”); provided, that (i) the Sellers’ Representative shall keep Buyer reasonably informed regarding the progress and substantive aspects of each Specified Tax Matter, (ii) Buyer shall be entitled to participate in a Specified Tax Matter; and (iii) the Sellers’ Representative shall consult with Buyer with respect to the Specified Tax Matters and provide Buyer with a reasonable opportunity to review, comment on and approve (such approval not to be unreasonably withheld or delayed) any correspondence, Tax Returns, agreements or other arrangements relating to such Specified Tax Matters. The Sellers’ Representative shall prepare and file, with the Surviving Company’s approval, such appropriate Tax Returns as required by the applicable Specified Tax Matters (and provide a copy thereof to the Surviving Company). The Surviving Company shall pay all Taxes (including any penalties and interest) owed with respect to such Tax Returns. The payment of any Taxes (including any penalties and interest) shown as due on any Tax Returns or otherwise required to be paid pursuant to any such Specified Tax Matter, together with out-of-pocket expenses incurred by the Buyer, Surviving Company, Sellers’ Representative, and their respective Affiliates in preparing, contesting or resolving any such Specified Tax Matter shall be satisfied as follows: at such time as a payment is required to be made by the Surviving Company pursuant to the immediately preceding sentence, Buyer and Sellers’ Representative shall promptly, and in any event at least five (5) days prior to such payment, deliver a joint written instruction to the Escrow Agent to disburse funds from the Special Escrow Account (a) first, to the Surviving Company to pay such Taxes (including any penalties and interest); (b) second, to the Surviving Company and Buyer in reimbursement of their out-of-pocket expenses incurred in the preparation, contest and resolution...
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Specified Tax Matters. Buyer and Seller shall take the actions set forth in Section 5.13(k) of the Seller Disclosure Schedule.
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Specified Tax Matters. At the time of filing, Parent shall pay (i) the Taxes, penalties and interest required to be paid to the applicable Taxing Authorities for the Tax Returns related to the Specified Tax Matters and (ii) the fees and costs of the tax preparer of such Tax Returns. Following the filing of such Tax Returns and the payment of the Taxes, penalties and interest related thereto, Pxxxxx agrees to use commercially reasonable efforts to have the Company’s tax preparer seek potential refunds from other Taxing Authorities that may be payable to the Company with respect to the Specified Tax Matters. Parent shall only be required to pursue such Tax refunds to the extent that such efforts are set forth in the fee quote and scope of services received by the Company prior to the Closing from the Company’s tax preparer. Parent shall consult in good faith with the Stockholders’ Representative prior to filing any Tax Returns or paying any Taxes related to the Specified Tax Matters.
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Specified Tax Matters 
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Related to Specified Tax Matters

  • Other Tax Matters 9.1 The Company shall withhold all applicable federal, state and local taxes, social security and workers’ compensation contributions and other amounts as may be required by law with respect to compensation payable to Executive pursuant to this Agreement.

  • Amended Tax Returns Buyer shall not, and shall not cause or permit any of its Affiliates, the Company, or the Acquired Subsidiary to (i) amend any Tax Return of the Company or the Acquired Subsidiary that covers a Pre-Closing Tax Period or (ii) make any Tax election that has retroactive effect to any Pre-Closing Tax Period, in each case without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed.

  • Indemnified Taxes (a) All payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, Indemnified Taxes, excluding (i) Indemnified Taxes measured by Lender’s net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which Lender is resident or organized, or any political subdivision thereof, (ii) taxes measured by Lender’s overall net income, and franchise taxes imposed on it, by the jurisdiction of Lender’s applicable lending office or any political subdivision thereof or in which Lender is resident or engaged in business, and (iii) withholding taxes imposed by the United States of America, any state, commonwealth, protectorate territory or any political subdivision or taxing authority thereof or therein as a result of the failure of Lender which is a Non-U.S. Entity to comply with the terms of paragraph (b) below. If any non excluded Indemnified Taxes are required to be withheld from any amounts payable to Lender hereunder, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all non excluded Indemnified Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any non excluded Indemnified Tax is payable pursuant to Applicable Law by Borrower, Borrower shall send to Lender an original official receipt showing payment of such non excluded Indemnified Tax or other evidence of payment reasonably satisfactory to Lender. Borrower hereby indemnifies Lender for any incremental taxes, interest or penalties that may become payable by Lender which may result from any failure by Borrower to pay any such non excluded Indemnified Tax when due to the appropriate taxing authority or any failure by Borrower to remit to Lender the required receipts or other required documentary evidence.

  • Payment of Other Taxes Without limiting the foregoing, Borrowers shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at Agent’s option, timely reimburse Agent for payment of, any Other Taxes.

  • 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).

  • Additional Tax Matters (i) The Company and each of its Subsidiaries shall cooperate, and, to the extent within its control, shall cause its respective Affiliates, directors, officers, employees, contractors, consultants, agents, auditors and representatives reasonably to cooperate, with Parent in all tax matters, including by maintaining and making available to Parent and its Affiliates all books and records relating to taxes.

  • Agreed Tax Treatment Each Security issued hereunder shall provide that the Company and, by its acceptance of a Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Security agree that for United States Federal, state and local tax purposes it is intended that such Security constitutes indebtedness.

  • Other Tax Returns Subject to Section 7.01, the Managers shall cause to be prepared and filed all necessary tax returns for the Company.

  • Payment of Other Taxes by the Borrower Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

  • Estimated Tax Payments Not later than three (3) days prior to each Estimated Tax Installment Date with respect to a taxable period for which a Consolidated Return or a Combined Return will be filed, VMware shall pay to Dell Technologies on behalf of the VMware Group an amount equal to the amount of any estimated VMware Separate Tax Liability that VMware otherwise would have been required to pay to a Taxing Authority on such Estimated Tax Installment Date. If the VMware Separate Tax Liability for such taxable period is less than zero, then Dell Technologies shall pay to VMware an amount equal to the Tax Benefit that the Dell Technologies Group anticipates it will recognize for the entire year as a result of the VMware Separate Tax Liability being less than zero for such taxable period. Not later than seven (7) days prior to each such Estimated Tax Installment Date, Dell Technologies shall provide VMware with a written notice setting forth the amount payable by VMware in respect of such estimated VMware Separate Tax Liability and a calculation of such amount.

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