Tax Amendments. Notwithstanding the definition of “Indemnifiable Tax” in Section 14 of this Agreement, in relation to payments by the Counterparty, any Tax shall be an Indemnifiable Tax and, in relation to payments by the Trust, no Tax shall be an Indemnifiable Tax. In addition, Section 2(d)(ii) of this Agreement shall not apply to the Trust as Y and the Trust shall not be required to pay any additional amounts referred to therein.
Tax Amendments. If, in the judgment of legal counsel to WSFS, the application of the provisions of Section 2.2(c) or (d) may reasonably create material and adverse tax consequences to WSFS, Alliance, or Alliance’s shareholders, then the Parties agree to mutually cooperate to amend or remove these provisions or otherwise mitigate any such material and adverse consequences, so long as such amendment, removal or mitigation is not prejudicial to the interests of the shareholders of Alliance.
Tax Amendments. Holdings agrees to reimburse Oxxx for any and all income and employment taxes, penalties and interest incurred by Oxxx related to the vesting of 750,000 shares of restricted stock to Holder in 2017; in order to receive such reimbursement, Oxxx must submit to Holdings proof of payment to the United States Internal Revenue Service and any state taxing authority along with documents supporting the required payment and Holdings will pay the reimbursement amounts, net of applicable withholding taxes, within 5 business days thereafter. Holdings agrees to issue to Oxxx an amended Wage and Tax Statement (Form W-2) for the 2018 tax year to reflect Oxxx’x receipt of a bitcoin bonus with a value of $1,958,877 (the “Bitcoin Bonus”). Holdings agrees to pay, on behalf of Oxxx, to the United States Internal Revenue Service and any state taxing authority all income and employment taxes that Holdings would be required to withhold in connection with the payment of the Bitcoin Bonus (the “Bonus Tax Amount”) and Holdings will withhold from the amounts payable to Oxxx (or Oxxx Enterprise, LLC) under Section 1 and Section 7 of the Agreement all income and employment taxes required to be withheld by Holdings in connection with the payment of the Bonus Tax Amount by Holdings. Oxxx agrees to pay any additional income and employment taxes due to the United States Internal Revenue Service and any taxing authority on the Bitcoin Bonus and Bonus Tax Amount.
Tax Amendments. If, in the judgment of legal counsel to Buyer, the application of the provisions of Section 2.2(c) or (d) may reasonably create material and adverse tax consequences to Buyer, Target, or Target’s Stockholders, then the Parties agree to mutually cooperate to amend or remove these provisions or otherwise mitigate any such material and adverse consequences, so long as such amendment, removal or mitigation is not prejudicial to the interests of the stockholders of Target.
Tax Amendments. If, in the judgment of legal counsel to BCB, the application of the provisions of Section 2.2(c) or (d) may reasonably create material and adverse tax consequences to BCB, IAB or IAB's shareholders, then the Parties agree to mutually cooperate to amend or remove these provisions or otherwise mitigate any such material and adverse consequences, so long as such amendment, removal or mitigation is not prejudicial to the interests of the shareholders of IAB.
Tax Amendments. The Purchaser agrees that the Company shall not, and the Purchaser shall not cause the Company to, amend the Company's tax returns for 1995 or earlier without the prior consent of Ramsxx. Xx the event the Company and/or the Purchaser amends such tax returns without Ramsxx'x xxxsent, the Purchaser agrees to indemnify the Vendors for any liabilities that any of them may occur as a result of any such amendment; provided, however, that Vendors agree jointly and severally to indemnify, defend and hold harmless the Purchaser and the Company for any liabilities, costs, penalties, fines and interest that either of them may incur as the result of any refusal to grant the consent referred to above.
Tax Amendments. If, in the judgment of legal counsel to Xxxxx, the application of the provisions of Section 2.2(c) or 2.2(d) may reasonably create material and adverse tax consequences to Xxxxx, FSB, or FSB’s stockholders, then the Parties agree to mutually cooperate to amend or remove these provisions or otherwise mitigate any such material and adverse consequences, so long as such amendment, removal or mitigation is not prejudicial to the interests of the stockholders of FSB.
Tax Amendments. If, in the judgment of legal counsel to each of First Place and Northern, the application of the provisions of Section 2.1 and 2.2 may reasonably create material and adverse tax consequences to First Place, Northern, or Northern’s Stockholders, then the Parties agree to mutually cooperate to amend or remove these provisions or otherwise mitigate any such material and adverse consequences, so long as such amendment, removal or mitigation is not prejudicial to the interests of the stockholders of Northern.
Tax Amendments. If, in the judgment of legal counsel to WSFS, the application of the provisions of Section 2.2(c) or (d) may reasonably create material and adverse tax consequences to WSFS, PLFC, or PLFC’s shareholders, then the Parties agree to mutually cooperate to amend or remove these provisions or otherwise mitigate any such material and adverse consequences, so long as such amendment, removal or mitigation is not prejudicial to the interests of the shareholders of PLFC.
