Superseding Allocation to Comply with Tax Requirements Sample Clauses

Superseding Allocation to Comply with Tax Requirements. Notwithstanding any other provision of this Agreement, the Initial Allocation Computation shall be further adjusted to meet such requirements as may be necessary to enable the Parties to obtain opinions from their respective special tax advisers in accordance with the provisions of Section 7.4(c) and Section 8.5(c), respectively. The Parties acknowledge and agree that the determination pursuant to Section 7.4(c) and 8.5(c) may be based, among other things, on the closing price of HNC Common Stock at the close of trading on the trading day on which the Effective Time occurs and the resulting amounts of Cash Consideration and Stock Consideration paid to each holder of an East Penn Financial Share pursuant to Section 2.8, and may be affected, among other things, by (i) failure by one or more holders of East Penn Financial Options to accept the cash-out payment referred to in Section 2.8, and (ii) the amounts, if any, that may be payable in cash by HNC to holders of Dissenting East Penn Financial Shares. If the allocation of Cash Consideration and Stock Consideration needs to be adjusted pursuant to this subsection, then, after the close of trading on the date of the Effective Time, but at least five (5) hours prior to the Effective Time, HNC shall deliver to the Exchange Agent and East Penn Financial a computation of the proposed adjustments to the allocations of Cash Consideration and Stock Consideration, showing the components and calculation thereof in reasonable detail (an “Adjusted Allocation Computation”). At least three (3) hours prior to the Effective Time, the Exchange Agent and East Penn Financial shall each notify HNC whether it agrees with the Adjusted Allocation Computation. In the event of an unresolved disagreement between the Parties, the Parties shall delay the Effective Time pursuant to Section 2.4(h).
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Related to Superseding Allocation to Comply with Tax Requirements

  • COMPLIANCE WITH TAX LAW SECTION 5-a The following provisions apply to Contractors that have entered into agreements in an amount exceeding $100,000 for the purchase of goods and services: a) Before such agreement can take effect, the Contractor must have on file with the New York State Department of Taxation and Finance a Contractor Certification form (ST-220-TD). b) Prior to entering into such an agreement, the Contractor is required to provide NYSERDA with a completed Contractor Certification to Covered Agency form (Form ST-220-CA). c) Prior to any renewal period (if applicable) under the agreement, the Contractor is required to provide NYSERDA with a completed Form ST-220-CA. Certifications referenced in paragraphs (b) and (c) above will be maintained by NYSERDA and made a part hereof and incorporated herein by reference. NYSERDA reserves the right to terminate this agreement in the event it is found that the certification filed by the Contractor in accordance with Tax Law Section 5-a was false when made.

  • Tax Requirements The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement. The Company or, if applicable, any Subsidiary (for purposes of this Section 28, the term “Company” shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts hereunder paid in cash or other form, any Federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock. Such payment may be made (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock other than (A) Restricted Stock, or (B) Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company’s withholding of a number of shares to be delivered upon the exercise of the Stock Option other than shares that will constitute Restricted Stock, which shares so withheld have an aggregate fair market value that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant.

  • Compliance with Withholding Requirements Notwithstanding any other provision of this Agreement, the Trustee shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount that the Trustee reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee does withhold any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee shall indicate the amount withheld to such Certificateholders.

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  • Compliance with Xxxxx-Xxxxx and Related Act requirements All rulings and interpretations of the Xxxxx-Xxxxx and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract.

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  • Tax Law Compliance The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(j) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

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