Tax Liabilities and Benefits Sample Clauses

Tax Liabilities and Benefits. All Tax liabilities imposed on the Subject Companies, the Finland Assets or the ADC Assets or for which the Subject Companies, the Finland Assets or the ADC Assets may otherwise be liable with respect to Tax periods or portions thereof ending on or before the Closing Date shall be for the account of and paid by Seller, including, without limitation, all Taxes imposed on the Subject Companies, or for which the Subject Companies may be liable, as a result of recognizing income from the sale of assets that is deemed to occur or other recognition
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Tax Liabilities and Benefits. For each calendar year, each Co-Owner shall be entitled to a pro rata percent share of the gain, loss, deduction, credit, or any tax benefits or liabilities with respect to the Aircraft.
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Tax Liabilities and Benefits. Except as otherwise provided in this Section 8.3, Tax liabilities and Tax benefits of Bank and the Bank Subsidiaries with respect to tax periods or portions thereof ending on or before the Closing Date shall be for the account of Sellers and Tax liabilities and Tax benefits of Bank and the Bank Subsidiaries with respect to tax periods or portions thereof beginning after the Closing Date shall be for the account of Buyer. For this purpose, Tax liabilities and Tax benefits with respect to a period which begins on or before and ends after the Closing Date shall be apportioned between the portion of such period ending on the Closing Date and the portion of such period beginning on the day after the Closing Date (x) in the case of real and personal property Taxes, on a per diem basis, (y) in the case of all Taxes based on income, on the basis of the taxable income or losses of Bank and the Bank Subsidiaries for such portions of such period as determined from Bank and the Bank Subsidiaries' books and records and (z) in the case of all other Taxes, on the basis of activities of Bank and the Bank Subsidiaries for such portions of such period as determined from Bank and the Bank Subsidiaries' books and records.
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Tax Liabilities and Benefits. All Tax liabilities imposed on the Corporation or for which the Corporation may otherwise be liable and/or Tax benefits with respect to Pre-Closing Tax Periods (other than Tax refunds resulting from the carry-back to the Pre-Closing Tax Periods of losses arising in Tax periods or portions thereof beginning after the Closing Date or any portion of a Straddle Tax Period after the Closing Date), shall be for the account of and paid by, and shall inure to the benefit of, the Sellers. Tax liabilities imposed on the Corporation or for which the Corporation may otherwise be liable and/or Tax benefits with respect to Post-Closing Tax Periods (including Tax refunds resulting from the carry-back to Pre-Closing Tax Periods of losses arising in Post-Closing Tax Periods or any portion of a Straddle Tax Period after the Closing Date) shall be for the account of and paid by, and shall inure to the benefit of, the Purchaser. For this purpose, Tax liabilities with respect to a Tax period which begins on or before and ends after the Closing Date (“Straddle Tax Periods”) shall be apportioned between the portion of such period ending on the Closing Date and the portion beginning on the day after the Closing Date as follows: (a) in the case of Tax liabilities or benefits, other than those relating to income, profits, gains, sales, use or value added Taxes, on a per diem basis, and (b) in the case of Tax liabilities or benefits based on income, profits, gains, sales, use or value added, to the portion of such period ending on the Closing Date as though the Tax year or other Tax period of the Corporation terminated at the close of business on the Closing Date and based on accounting methods, elections and conventions that do not have the effect of distorting the allocation of income and expenses within a Tax year or other Tax period. In any event, the parties agree that the Sellers will be allocated the benefit of the net operating loss carry forward and other tax carry forwards as reflected on the Corporation’s 2010 federal income tax return, Form 1120, for purposes of determining the allocation of the Taxes between the parties pursuant to this Article XII hereof. In addition, any installments of estimated tax payments made by the Corporation prior to the Closing Date with respect to Tax Returns for all Tax Periods which have not been filed by the Closing Date shall inure to the benefit of the Sellers for purposes of determining the allocation of the Taxes between the parties p...
Sample 1

Related to Tax Liabilities and Benefits

  • Separation Payments and Benefits Without admission of any liability, fact or claim, the Company hereby agrees, subject to Executive’s timely execution and non-revocation hereof and Executive’s compliance with Executive’s obligations pursuant to this Agreement and the Surviving Provisions, to provide Executive the severance payments and benefits set forth below:

  • Employment and Benefit Matters (a) For the period commencing at the Effective Time and ending on December 31, 2011, Parent agrees to cause the Surviving Corporation to maintain base salary, bonus opportunity, retirement benefits, health benefits, welfare benefits, but not any stock-based benefits, for the Seller Personnel who remain employed after the Effective Time (collectively, the “Seller Employees”) at the same levels that are, in the aggregate, at least comparable to those in effect for similarly situated employees of Parent on the date hereof. Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller Employees with Seller or any Subsidiary of Seller attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation or any Subsidiary of Parent for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived with respect to Seller Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees participated immediately prior to the Acceptance Date, and any deductibles paid by Seller Employees under any of Seller’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Date occurs shall be credited towards deductibles under the health plans of Parent or any Subsidiary of Parent. Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit the ability of Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time. Parent will cooperate with Seller, and assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if any.

  • Severance Payments and Benefits For purposes of this Agreement, the term "Severance Payments and Benefits" shall mean:

  • Termination Payments and Benefits Regardless of the circumstances of the Executive’s termination, Executive shall be entitled to payment when due of any earned and unpaid base salary, expense reimbursements and vacation days accrued prior to the termination of Executive’s employment, and other unpaid vested amounts or benefits under Company retirement and health benefit plans, and, as applicable, under Equity Agreements in accordance with their terms, and to no other compensation or benefits.

  • Accrued Liabilities Termination of this Agreement for any reason shall not release any party hereto from any liability which, at the time of such termination, has already accrued to the other party or which is attributable to a period prior to such termination, nor preclude either party from pursuing any rights and remedies it may have hereunder or at law or in equity which accrued or are based upon any event occurring prior to such termination.

  • Employment Taxes All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes.

  • Employee Liabilities All Liabilities with respect to employees which -------------------- relate primarily to the Company Business.

  • Employee Matters and Benefit Plans 12 2.12 Receivables........................................................................................16 2.13

  • Compensation and Benefit Plans During the period from the date of this Agreement and continuing until the Effective Time, (i) each of Park and First-Knox xxxees as to itself and its Subsidiaries that it will not, without the prior written consent of the other party, enter into, adopt, amend (except for (A) such amendments as may be required by law and (B) plan documents and restatements currently being prepared by First-Knox xxxch do not increase benefits) or terminate any Park Benefit Plan or First-Knox Xxxefit Plan, as the case may be, or any other employee benefit plan or any agreement, arrangement, plan or policy between such party and one or more of its directors or officers, (ii) First-Knox xxxees as to itself and its Subsidiaries that it will not, without, the prior written consent of Park, (A) increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan and arrangement as in effect as of the date hereof (including, without limitation, the granting of stock options, stock appreciation rights, restricted stock, restricted stock units or performance units or shares), except for normal increases in the ordinary course of business consistent with past practice that, in the aggregate, do not result in a material increase in benefits or compensation expense to First-Knox, xx enter into any contract, agreement, commitment or arrangement to do any of the foregoing or (B) enter into or renew any contract, agreement, commitment or arrangement providing for the payment to any director, officer or employee of First-Knox xx compensation or benefits contingent, or the terms of which are materially altered, upon the occurrence of any of the transactions contemplated by this Agreement.

  • Expenses and Benefits (a) The Company shall, consistent with its policy of reporting and reimbursement of business expenses, reimburse Executive for such ordinary and necessary business related expenses as shall be incurred by Executive in the course of the performance of his duties under this Agreement.

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