State Income Taxes. (a) Any state income tax liability (including liability for interest or penalties) associated with the filing of a separate state income tax return by a member of the Group shall be allocated to and paid directly by such member.
(b) Any state income tax liability (including liability for interest or penalties) associated with the filing of a consolidated, unitary, or combined state return shall be allocated to the members of the Group participating in the returns following the procedures set forth above for federal income tax liabilities.
(c) Because certain states utilize a unitary method, the Group's aggregate income tax liability to a state may exceed the sum of the members' separate return income tax liabilities to the state. Notwithstanding section 4 of this agreement, if this occurs, the excess of the Group's aggregate liability to such state over the sum of the members' separate return liabilities for such state shall be allocated to the member or members whose operations caused the Group to be taxed by the state, following the procedures set forth above for federal income tax liabilities. Conversely, the sum of the members' separate return liabilities may exceed the Group's aggregate liability to a state. If this occurs, the excess of the sum of the members' separate return liabilities for such state over the Group's aggregate liability to such state shall be allocated to the member or members whose operations caused the excess, following the procedures set forth above for federal income tax liabilities.
State Income Taxes. Except as provided in Section 2.5, liability for State Income Taxes shall be allocated as follows:
State Income Taxes. Except as otherwise provided in Section 2.08:
(a) EQT shall be responsible for any and all State Income Taxes due with respect to, or required to be reported on, any EQT State Combined Income Tax Return or any EQT Separate Return; and
(b) SpinCo shall be responsible for any and all State Income Taxes due with respect to, or required to be reported on, any SpinCo Separate Return.
State Income Taxes. In the event that travel incurred in the rendering of services by the Executive should result in the Executive incurring a state income tax liability, the Company agrees to reimburse the Executive for such state income tax liability, including penalties and interest and for the cost of preparing such state income tax returns. The Company's responsibility for the aforementioned state tax liability will not be extinguished with the termination of the Employee Agreement.
State Income Taxes. (a) For each taxable period ending on or before (or each taxable period including) the Distribution Date for which the liability of the members of the PKS Group and the KMC Group (and, if applicable, the Level 3 Group) is determined on a Combined Return, the Combined State Income Tax Liability including estimated Taxes and subsequently determined deficiencies in such Taxes, shall be allocated between the Parties as set forth below:
State Income Taxes. (a) BNPP USA shall be responsible for ensuring the timely payment of all consolidated or combined state income taxes of the BNPP USA consolidated or combined group. The burden of said taxes shall be allocated among the Members of the BNPP USA consolidated or combined group in accordance with this Agreement, with appropriate payments being made by or to Members for their allocable share of consolidated or combined state taxes. The goals of this Agreement are: (1) to allocate the consolidated or combined state tax liability or benefit among the Members of the BNPP USA consolidated or combined group based on the taxable income or loss for each entity, computed as if such Member filed a separate tax return but utilizing group tax return apportionment factors which are in effect for the subject consolidated or combined group of corporations; and (2) to provide compensation to any Member which produces tax benefits which are utilized by other Members of the BNPP USA consolidated or combined group. The applicable principles set forth in all other sections of this Agreement, along with Section 4, shall be applied for the allocation and settlement of state income taxes with appropriate modifications, as determined by the Corporate Tax Department(s), to account for differences in the tax laws of the United States and individual states and localities.
(b) The purpose of tax based on capital in both New York State (“NYS”) and New York City (“NYC”) is to tax corporations doing business in New York if the tax calculated on net income after the use of loss carry forwards, is less than the tax calculated on capital in the jurisdiction. Since this tax is specifically linked to the business performed in New York and the capital required to conduct such business, for both NYS and NYC purposes, each entity that is part of the combined filing will be allocated a share of capital tax based on each Member’s capital and stand-alone apportionment to the jurisdiction. If an entity does not have apportionment to NYS or NYC, such entity will not be allocated a share of NYS or NYC capital tax. Please see allocation example in Appendix A-3
(c) As a general rule, the amount of the consolidated or combined tax liability in a particular state shall be allocated among the profitable Members of a combined or consolidated group based on the relative amounts of their deemed taxable income in that state. For this purpose, each Member of the BNPP USA group included in the filing of a consolidat...
State Income Taxes. For the Taxable Year 1999 and Taxable Year 2000, within 10 business days of notification by PKS, KMC shall pay to PKS an amount equal to (i) the allocable State Income Tax liability of KMC Group for the applicable year determined under this Article III for each state, less (ii) estimated Tax deposits or other amounts paid by the KMC Group to PKS in respect of such Tax liability for each state for the applicable year.
State Income Taxes. State Income Taxes" means any and all Taxes, imposed by any state in the United States or by the District of Columbia, that is based on or measured by net income, and any interest, penalties, fines, assessments or additions imposed with respect thereto.
State Income Taxes. Notwithstanding anything herein to the contrary, after the Closing, the Representative shall have the right, at its own expense, to take measures to mitigate any state income Taxes of the Blockers attributable to the Company Restructuring to the extent such Taxes were included in Indebtedness, and Purchaser, the Blockers, the Company and its Subsidiaries shall reasonably cooperate with the Representative in connection therewith (including by granting to the Representative any necessary powers of attorney). Such measures (“State Mitigation Measures”) may include amending state Tax Returns of the Blockers and/or the Fairway Group Companies and filing ruling requests with applicable state Governmental Authorities; provided, that the Representative shall provide a copy of any such draft filings to Purchaser for Purchaser’s review, comment and approval prior to filing thereof, such approval not to be unreasonably withheld, conditioned or delayed. At the Representative’s request, Purchaser shall promptly submit any such Tax Return amendments, ruling requests or other filings to the applicable Governmental Authorities which are consistent with the draft filings reviewed, commented on, and approved by Purchaser described above. To the extent any State Mitigation Measures result in a reduction in Taxes that were included in Indebtedness, Purchaser shall promptly following the “Reimbursement Trigger Date” (as defined below) pay to the Representative (for the benefit of the Sellers) an amount equal to the excess of (a) Taxes that were actually included in Indebtedness over (b) Taxes that would have been included in Indebtedness had the applicable State Mitigation Measure been made or approved, as the case may be, prior to the Closing. To the extent any State Mitigation Measures directly result in an increase in Taxes of the Fairway Group Companies over the amount of Taxes included in Indebtedness, then Representative, on behalf of the Sellers, shall promptly pay to Purchaser an amount equal to the deficit of (a) Taxes that were actually included in Indebtedness below (b) Taxes that would have been included in Indebtedness had the applicable State Mitigation Measure been made or approved, as the case may be, prior to the Closing, but only upon such time as, and to the extent that, the Purchaser has paid any such Tax deficit to the applicable Governmental Authorities. For purposes of the foregoing, “Reimbursement Trigger Date” shall mean the first Business Day that eit...
State Income Taxes. For any taxable period (or portion ------------------ thereof) that includes or ends prior to the Distribution Date and for which a State Income Tax of A-BC or TEC or any of their subsidiaries is determined
