Tax Makewhole Sample Clauses

Tax Makewhole. 47 (k) Second Step Certificate of Merger.............................47 (l)
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Tax Makewhole. To the extent that the HQ Surviving Corporation, as an assignee under the Stock Purchase Agreement for a portion of the Shares to be purchased thereunder, purchases any shares of the HQ Surviving Corporation held by CarrAmerica or any other selling stockholder pursuant to the Stock Purchase Agreement (or provides, directly or indirectly, the funds for the purchase of such shares by RSI), HQ Surviving Corporation will loan to CarrAmerica and such other selling stockholders cash in exchange for CarrAmerica and each such selling stockholder issuing its note (each a "Note") to HQ Surviving Corporation. The amount of cash and the face amount of each such Note will equal the excess of (i) the amount of Taxes (other than stock transfer Taxes) payable by CarrAmerica or such other stockholder (the "Stock Sale Taxes") on the sale of the total number of shares of Voting Common Stock and/or Non-Voting Common Stock sold to RSI, a third party and/or the HQ Surviving Corporation (the "Total Sold Shares") over (i) the amount of Taxes (other than stock transfer Taxes) that would have been payable by CarrAmerica or such other stockholder if CarrAmerica or such other selling stockholder had sold the Total Sold Shares directly to a third party for cash (provided solely by such third party) in an amount equal to the aggregate amount of cash received by CarrAmerica or such other stockholder from the sales to RSI, a third party and/or the HQ Surviving Corporation. Such amount shall be certified to by an independent accountant selected by CarrAmerica or such other selling stockholder as may be reasonably acceptable to HQ Surviving Corporation. The Note will be non-interest bearing. For purposes hereof, any shares purchased by RSI with funds directly or indirectly provided by the HQ Surviving Corporation shall be deemed to have been purchased by the HQ Surviving Corporation. The Note will be issued on the date on which CarrAmerica or such other selling stockholder makes an estimated tax payment or any other payment of the Stock Sale Taxes to the proper governmental authority. The outstanding face amount of the Note will be repayable on January 1, 2003, or earlier on a pro rata basis in proportion to the number of the remaining shares of HQ Surviving Corporation owned by CarrAmerica or such other stockholder that are sold by CarrAmerica or such other selling stockholder prior to January 1, 2003.
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Related to Tax Makewhole

  • Pre-Closing Tax Returns Seller shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns with respect to the Assets. Seller shall pay (or cause to be paid) any Taxes due with respect to such Tax Returns.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • INCOME TAX RETURNS Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Income Tax Matters (i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

  • Treatment of Tax Indemnity and Tax Benefit Payments In the absence of any change in Tax treatment under the Code or other applicable Tax Law,

  • Post-Closing Tax Matters As a result of the Closing, the Transferor Partnership shall terminate for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code and its tax year shall close on the Closing Date. The Transferor Agent shall prepare and timely file any federal, state, local and foreign tax or information returns due after Closing that are required to be filed by or on behalf of the Transferor Partnership with respect to all tax years or periods ending on or prior to the Closing Date. The Transferor Agent shall prepare and timely file the terminating tax returns for the Transferor Partnership resulting from the consummation of the transactions contemplated under this Agreement, provided, however, that such tax returns shall be prepared in accordance with the terms and provisions of this Agreement and provided further, that prior to the filing thereof the Transferor Agent shall submit the terminating tax returns to the BRI Partnership for its review and approval, which shall not be unreasonably withheld or delayed. The BRI Partnership shall assist the Transferor Agent in obtaining such data and information regarding the Transferor Agent to permit the Transferor Partnership to prepare such returns or to respond to any audits or assessments for the periods covered by such returns.

  • Tax Benefit Payments Section 3.1 Payments 12 Section 3.2 No Duplicative Payments 13

  • Tax Refunds Any refund or credit of Taxes (including as a result of any overpayment of Taxes in prior periods (or portions thereof in the case of a Straddle Period) and including any interest thereon) accruing to Purchaser or any of its Affiliates in respect of the Transferred Entities or as a result of the ownership of the Transferred Assets or the Business (each, a “Tax Asset”) attributable to a Pre-Closing Tax Period (other than any such refund or credit resulting from the carryback of losses, credits or similar items of a Transferred Entity, as the case may be, attributable to a Post-Closing Tax Period) shall be for the account of Seller, except to the extent such Tax Asset was taken into account in the adjustment described in Section 2.04. Purchaser shall pay and shall cause its Affiliates to pay, to Seller the amount of the Tax Asset, net of any reasonable out-of-pocket expenses incurred in obtaining such Tax Asset, within ten (10) days after such Tax Asset is received or after such Tax Asset is allowed or applied against another Tax liability, as the case may be. Purchaser shall, and shall cause its Affiliates to, execute such documents, file such Tax Returns (including amended Tax Returns), take reasonable additional actions and otherwise reasonably cooperate as may be necessary for Purchaser and its Affiliates to perfect their rights in and obtain all Tax Assets for which Seller is entitled pursuant to this Section 8.05. None of Purchaser or its Affiliates shall surrender forfeit, fail to collect or otherwise minimize or delay any material Tax Asset to which Seller would be entitled pursuant to this Section 8.05. Except as provided in this Section 8.05, Purchaser and the Transferred Entities will be entitled to any refunds (including any interest received thereon) in respect of any federal, state, local or foreign Tax liability of the Transferred Entities or in respect of the Business received following the Closing Date.

  • Tax Characterization and Returns Until such time as the Company shall have more than one member, it is the intention of the Member that the Company be disregarded for federal and all relevant state tax purposes and that the activities of the Company be deemed to be activities of the Member for such purposes. All provisions of the Company’s Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Member is hereby authorized to file any necessary elections with any tax authorities and shall be required to file any necessary tax returns on behalf of the Company with any such tax authorities.

  • Tax Ruling The Assuming Institution shall not at any time, without the Receiver’s prior written consent, seek a private letter ruling or other determination from the Internal Revenue Service or otherwise seek to qualify for any special tax treatment or benefits associated with any payments made by the Receiver pursuant to this Single Family Shared-Loss Agreement.

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