Tax Offset. Each Apollo Principal Holder that effects a B Exchange pursuant to Section 2.1(a)(ii) shall promptly pay to APO Corp., upon the request of APO Corp., an amount equal to the sum of its pro rata share, based on the percentage of AOG Units exchanged by such Apollo Principal Holder of the total AOG Units exchanged by all Apollo Principal Holders in such B Exchange, of (a) any increase in the U.S. federal, state and local income tax payable, or the fair value, as determined by APO Corp., of any increase in the amount of any tax attributes, including net operating losses, utilized, in any taxable period by APO Corp., as a result of income allocated to APO Corp. from any Apollo Principal Partnerships of which APO Corp. holds AOG Units immediately after the relevant B Exchange, but in which APO LLC or APO FC ( or any other subsidiary of AGM) also owns AOG Units and (b) any increase in the U.S. federal, state and local income tax payable, or the fair value, as determined by APO Corp., of any increase in the amount of tax attributes, including net operating losses, utilized, in any taxable period by APO Corp. as a result of any payments received by APO Corp. pursuant to clause (a) of this Section 3.11. Each Apollo Principal Holder may offset any payment due under this Section 3.11 by any amounts owed to such Apollo Principal Holder by APO Corp. At the request of an Apollo Principal Holder, APO Corp. will promptly provide to the requesting Apollo Principal Holder a copy of the calculation of the amount determined to be due from the Apollo Principal Holder pursuant this Section 3.11, and to respond to reasonable questions from the requesting Apollo Principal Holder (or its advisor) regarding the calculation. Any dispute regarding such calculation shall be resolved pursuant to Section 3.8.
Tax Offset. For all purposes under this Agreement, any amounts withheld or paid with respect to a Partner pursuant to this Section 5.02(d) (other than the payment of Partnership Level Taxes) may be offset against any distributions to which such Partner is entitled concurrently with such withholding or payment (a “Tax Offset”); provided that the amount of any distribution subject to a Tax Offset shall be treated as having been distributed to such Partner pursuant to Section 5.02(a) or 5.02(b) at the time such Tax Offset is made.
Tax Offset. (a) KKR Holdings shall pay to Group Partnership Holdco an amount equal to, without duplication, the sum of (i) any increase in the federal, state and/or local income tax payable in any year by Group Partnership Holdco as a result of income allocated to Group Partnership Holdco from Subsidiary Partnership plus (ii) the Unitholder Offset Amount plus (iii) any increase in the federal, state and/or local income tax payable in any year by Group Partnership Holdco as a result of any payments made pursuant to clauses (i), (ii) or (iii) of this Section 3.11(a). KKR Holdings may offset any payment due under this Section 3.11 by any amounts owing to KKR Holdings from Group Partnership Holdco in respect of the same period.
Tax Offset. Amount means, for each exercise of all or a portion of the SSARs, the aggregate amount of federal, state, and local withholding taxes and Employee’s portion of all applicable payroll taxes attributable to the SSAR Spread upon exercise of the SSARs to be withheld and paid to the appropriate taxing authorities by Corporation.
Tax Offset. Any amount paid by the Company for the Executive, either directly or indirectly, as payment or reimbursement of expenses for a move from one residence to another which is attributable to employment must be included in his gross income as compensation for services. Therefore, as a partial offset for this extra tax liability, the Company will provide the Executive with a tax allowance of 43% on potentially taxable items, as determined by the Company's Finance Department. Before the end of the calendar year Executive will receive a statement from the Finance Department summarizing Executive's relocation expense reimbursements and identifying the amounts that must be included on your W-2 form, the amounts subject to withholding taxes, and the amount of any applicable tax allowance. It will also indicate the date that your payroll check will be affected by application of the tax allowance and required withholdings.
Tax Offset. (a) The amount of any Losses suffered by Buyer in respect of a member of the Stock Group or by Seller will be (i) reduced by any net Tax benefits actually realized by such member or Seller in the taxable year such Losses are paid or incurred to the extent such Tax benefits result from the deductibility of the payment or accrual of such Losses (determined on a with and without basis) and (ii) increased by any net Tax detriment actually incurred by Buyer (or any member of the Stock Group) or the Seller Group as a result of the receipt or accrual of the indemnification payment in respect of such Losses. To the extent any Tax benefit is subsequently disallowed by a Taxing Authority, the indemnifying party shall repay such amounts to the other party.
Tax Offset. Notwithstanding anything to the contrary in this Article IX or elsewhere in this Agreement, (a) any indemnification payment to be made to any Indemnified Party with respect to any Losses hereunder shall be reduced by the value of any Tax benefit available to any Indemnified Party relating to such Losses in any Tax year in which or prior to which such Losses were incurred, and (b) to the extent any Indemnified Party realizes a Tax benefit relating to such Losses in either of the two (2) Tax years immediately succeeding the Tax year in which such Losses were incurred, the Indemnified Party shall pay the amount of such Tax benefit (but not in excess of the indemnification payments actually received from the Indemnifying Party with respect to such Losses) to Purchaser, if Purchaser is the party providing such indemnification, or the Equityholder Representative, if the Equityholders are the party providing such indemnification.
Tax Offset. If Members choose to retain available funds in the Company's accounts to provide for further expansion of the Company, they must still provide a minimum annual distribution of available funds, calculated to provide for the payment of all applicable local, state, and federal taxes each Member will incur as a result of their interest in the Company.
