Tax gross-up. If notwithstanding the manner in which Tax indemnity payments and Tax Benefit payments were reported, there is an adjustment to the Tax liability of a Company as a result of its receipt of a payment pursuant to this Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Company receiving such payment would otherwise be entitled to receive pursuant to this Agreement.
Appears in 47 contracts
Samples: Tax Matters Agreement, Tax Sharing Agreement, Tax Matters Agreement (Enova International, Inc.)
Tax gross-up. If If, notwithstanding the manner in which Tax indemnity payments and Tax Benefit payments were reported, there is an adjustment to the Tax liability of a Company as a result of its receipt of a payment pursuant to this Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income income Taxes), shall equal the amount of the payment which that the Company receiving such payment would otherwise be entitled to receive pursuant to this Agreement.
Appears in 13 contracts
Samples: Tax Disaffiliation Agreement (NorthStar Asset Management Group Inc.), Tax Disaffiliation Agreement (Northstar Realty Finance Corp.), Tax Matters Agreement (Altisource Residential Corp)
Tax gross-up. If notwithstanding the manner in which Tax indemnity payments and Tax Benefit payments were reported, there is an adjustment to the Tax liability of a Company as a result of its receipt of a payment pursuant to this Agreement or the Separation and Distribution Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Company receiving such payment would otherwise be entitled to receive pursuant to this Agreementreceive.
Appears in 4 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (Varian Medical Systems Inc), Tax Matters Agreement (Varex Imaging Corp)
Tax gross-up. If If, notwithstanding the manner in which Tax indemnity payments and Tax Benefit any indemnification payments were reported, there is an adjustment Adjustment to the Tax liability of a Company as a result of its receipt of a payment pursuant to this Agreementan indemnification payment, such payment shall be appropriately adjusted (as determined by Distributing Co., in its sole discretion) so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Company receiving such payment would otherwise be entitled to receive (but for such unintended Taxes) have received pursuant to this Agreement.
Appears in 3 contracts
Samples: Tax Indemnification and Allocation Agreement (SCS Transportation Inc), Tax Indemnification and Allocation Agreement (SCS Transportation Inc), Tax Indemnification and Allocation Agreement (Yellow Corp)
Tax gross-up. If notwithstanding the manner in which Tax indemnity payments and Tax Benefit payments were reported, there is an adjustment to the Tax liability of a Company as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which that the Company receiving such payment would otherwise be entitled to receive pursuant to this Agreementreceive.
Appears in 3 contracts
Samples: Tax Matters Agreement (Arlo Technologies, Inc.), Tax Matters Agreement (Netgear, Inc), Tax Matters Agreement (Arlo Technologies, Inc.)
Tax gross-up. If notwithstanding the manner in which Tax indemnity payments and Tax Benefit payments were reported, there is an adjustment to the Tax liability of a Company as a result of its receipt of a payment pursuant to this Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income Taxes payable as a Full Taxpayer with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Company receiving such payment would otherwise be entitled to receive pursuant to this Agreement.
Appears in 3 contracts
Samples: Tax Sharing Agreement (Harvard Bioscience Inc), Tax Sharing Agreement (Harvard Apparatus Regenerative Technology, Inc.), Tax Sharing Agreement (Harvard Apparatus Regenerative Technology, Inc.)
Tax gross-up. If If, notwithstanding the manner in which Tax indemnity payments and Tax Benefit payments were reported, there is an adjustment to the Tax liability of a Company as a result of its receipt of a payment or its payment pursuant to this Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Company receiving such payment would otherwise be entitled to receive pursuant to this Agreement.
Appears in 3 contracts
Samples: Tax Sharing Agreement (Valero Energy Corp), Tax Sharing Agreement (Valero Refining & Marketing Co), Tax Sharing Agreement (Pg&e Corp)
Tax gross-up. If notwithstanding the manner in which Tax indemnity payments and Tax Benefit payments were reported, there is an adjustment to the Tax liability of a Company as a result of its receipt of a Tax indemnity payment pursuant to this Agreementin respect of Restructuring Taxes resulting from a breach of a representation or covenant made hereunder by the indemnifying party, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes)thereof, shall equal the amount of the payment which the Company receiving such payment would otherwise be entitled to receive pursuant to this Agreement.
Appears in 2 contracts
Samples: Tax Sharing and Indemnification Agreement (Emerging Communications Inc), Tax Sharing and Indemnification Agreement (Atlantic Tele Network Inc /De)
Tax gross-up. If If, notwithstanding the manner in which Tax indemnity payments and Tax Benefit payments were reported, there is an adjustment to the Tax liability of a Company as a result of its receipt of a payment pursuant to this Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income income Taxes), shall equal the amount of the payment which the Company receiving such payment would otherwise be entitled to receive pursuant to this Agreement.
Appears in 2 contracts
Samples: Tax Sharing Agreement (NCR Corp), Tax Sharing Agreement (Teradata Corp /De/)
Tax gross-up. If If, notwithstanding the manner in which Tax ------------ indemnity payments and Tax Benefit payments were reported, there is an adjustment to the Tax liability of a Company as a result of its receipt of a payment pursuant to this Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Company receiving such payment would otherwise be entitled to receive pursuant to this Agreement.
Appears in 2 contracts
Samples: Tax Sharing and Indemnification Agreement (Global Payments Inc), Tax Sharing and Indemnification Agreement (Global Payments Inc)
Tax gross-up. If notwithstanding the manner in which Tax indemnity payments and Tax Benefit payments were reported, there is an adjustment to the Tax liability of a Company as a result of its receipt of a payment pursuant to this Agreement or the Separation and Distribution Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Company receiving such payment would otherwise be entitled to receive pursuant to this Agreementreceive.
Appears in 2 contracts
Samples: Tax Matters Agreement (CNX Resources Corp), Tax Matters Agreement (CONSOL Mining Corp)
Tax gross-up. If If, notwithstanding the manner in which Tax indemnity payments and Tax Benefit payments were reported, there is an adjustment to the Tax liability of a Company Party as a result of its receipt of a payment pursuant to this Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Company party receiving such payment would otherwise be entitled to receive pursuant to this Agreement.
Appears in 2 contracts
Samples: Tax Sharing and Indemnification Agreement (Pharmacia Corp /De/), Tax Sharing and Indemnification Agreement (Monsanto Co /New/)
Tax gross-up. If If, notwithstanding the manner in which Tax indemnity payments and Tax Benefit payments were reported, there is an adjustment to the Tax liability of a Company as a result of its receipt of a payment pursuant to this Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income income Taxes), shall equal the amount of the payment which that the Company receiving such payment would otherwise be entitled to receive pursuant to this Agreement.
Appears in 1 contract
Samples: Tax Matters Agreement (Brinks Co)
