Tax Liability Payment Obligation Sample Clauses

Tax Liability Payment Obligation. In the event that the OP violates or breaches its obligations as set forth in Section 1.1 and Section 1.5 with respect to any Contributed Property attributable to a Property Contributor (collectively, the “Tax-Related Covenants”), the sole right of such Property Contributor and/or any Successor Holder of such Property Contributor shall be to receive from the OP, and the OP shall pay to such Property Contributor or Successor Holder, as damages, an amount equal to such Property Contributor’s or Successor Xxxxxx’s Tax Liability, as determined hereunder. The term “Tax Liability” means:
Sample 1
AutoNDA by SimpleDocs
Tax Liability Payment Obligation. In the event that the CROP Operating Partnership is required to indemnify a Protected Partner as set forth in Section 1 and/or violates or breaches its obligations as set forth in Section 2 (the “Tax-Related Covenants”), the sole right of each Protected Partner shall be to receive from the CROP Operating Partnership as damages a payment (the “Tax Payment”) in an amount equal to such Protected Partner’s Tax Liability. The term “Tax Liability” with respect to a Protected Partner means the sum of (i) the product of (A)(I) the amount of gain recognized by such Protected Partner solely as a result of such indemnifiable event on account of or attributable to the remaining Built-in Gain allocated to or recognized by such Protected Partner (taking into account any adjustments under Code Section 743 or 734 to which such Protected Partner is entitled or that would be available if the CROP Operating Partnership, such Protected Partner or any direct or indirect entity classified as a partnership for U.S. federal income tax purposes had made an election under Code Section 754), (II) with respect to gain resulting from a disposition of the High Traverse Units in an Extraordinary Transaction as a result of an indemnifiable event as set forth in Section 1(a), an amount equal to the lesser of (x) the aggregate Built-In Gain for such Protected Partner with respect to all of the Protected Properties (taking into account any adjustments under Code Section 743 or 734 to which such Protected Partner is entitled or that would be available if the CROP Operating Partnership, such Protected Partner or any direct or indirect entity classified as a partnership for U.S. federal income tax purposes had made an election under Code Section 754) and (y) the amount of gain recognized by such Protected Partner with respect to the High Traverse Units from such Extraordinary Transaction (taking into account any adjustments under Code Section 743 or 734 to which such Protected Partner is entitled or that would be available if the CROP Operating Partnership, such Protected Partner or any direct or indirect entity classified as a partnership for U.S. federal income tax purposes had made an election under Code Section 754), provided, however, that if Built-In Gain has previously been taken into account under clause (i) of this definition or in a prior Extraordinary Transaction, or if such Extraordinary Transaction also results in an allocation of Built-In Gain to such Protected Partner described ...
Sample 1

Related to Tax Liability Payment Obligation

  • Sharing of Reimbursement Obligation Payments Whenever the Agent receives a payment from the Borrower on account of reimbursement obligations in respect of a Letter of Credit or Credit Support as to which the Agent has previously received for the account of the Letter of Credit Issuer thereof payment from a Lender, the Agent shall promptly pay to such Lender such Lender’s Pro Rata Share of such payment from the Borrower. Each such payment shall be made by the Agent on the next Settlement Date.

  • Repayment Obligation In the event that (1) the Company issues a restatement of financial results to correct a material error and (2) the Committee determines, in good faith, that the Grantee’s fraud or willful misconduct was a significant contributing factor to the need to issue such restatement and (3) some or all of the Performance Shares that were granted and/or vested prior to such restatement would not have been granted and/or vested, as applicable, based upon the restated financial results, the Grantee shall immediately return to the Company the Performance Shares or any Shares or the pre-tax income derived from any disposition of the Shares previously received in settlement of the Performance Shares that would not have been granted and/or vested based upon the restated financial results (the “Repayment Obligation”). The Company shall be able to enforce the Repayment Obligation by all legal means available, including, without limitation, by withholding such amount from other sums owed by the Company to the Grantee.

  • ADDITIONAL PAYMENT OBLIGATIONS 15. Tax gross-up and indemnities

  • The Companys Payment Obligation The Company’s obligation to make the payments and the arrangements provided for herein shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company shall not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever. The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment shall in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement, except to the extent provided in Section 3.3(d) herein.

  • Payment Obligation In addition to the Minimum Annual Rent specified in this Lease, Tenant shall pay to Landlord as additional rent for the Leased Premises, in each calendar year or partial calendar year during the term of this Lease, an amount equal to the Annual Rental Adjustment for such calendar year or partial calendar year.

  • Depositor Payment Obligation The Depositor shall be responsible for payment of the Administrator’s compensation under the Administration Agreement and shall reimburse the Administrator for all expenses and liabilities of the Administrator incurred under the Administration Agreement.

  • Payment Obligation Absolute Except as otherwise provided in this Agreement and as provided in the last sentence of this paragraph, the Employer’s and CMS Energy Corporation’s obligations to make the payments and provide the benefits to the Executive specified herein shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, defense, or other right which the Employer, CMS Energy Corporation or any of its Affiliates may have against the Executive or anyone else. Except as otherwise provided in this Agreement, all amounts payable by the Employer hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Employer shall be final, but subject to the provisions of the next sentence. If the Executive should seek to litigate this Agreement or the subject matters addressed herein in a state or federal court, subject to the requirements of Section 409A, to the extent applicable, (i) the Executive at least ten (10) days prior to filing in court shall tender back to the Employer all cash consideration paid to the Executive under this Agreement prior thereto and (ii) any payments then or thereafter due to the Executive under this Agreement shall be withheld until said litigation is finally resolved. The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment, provided such other employment is not a violation of the provisions of Article 5 herein, shall in no event effect any reduction of the Employer’s obligations to make the payments and arrangements required to be made under this Agreement.

  • Unpaid Reimbursement Obligation Any Reimbursement Obligation for which the Borrower does not reimburse the Agent and the Banks on the date specified in, and in accordance with, Section 4.2.

  • Payment of Reimbursement Obligations (a) The Borrower agrees to pay to the Administrative Agent for the account of the Issuing Bank the amount of all Advances for Reimbursement Obligations, interest and other amounts payable to the Issuing Bank under or in connection with any Facility Letter of Credit when due, irrespective of any claim, set-off, defense or other right which the Borrower may have at any time against any Issuing Bank or any other Person, under all circumstances, including without limitation any of the following circumstances:

  • Payment Obligations Absolute The Company’s obligation during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 15, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever.

Time is Money Join Law Insider Premium to draft better contracts faster.