Tax Offset Sample Clauses

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.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
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.
Sample 1Sample 2
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. (b) For purposes of this Section 3.11:
Sample 1Sample 2
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.
Sample 1Sample 2
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.
Sample 1
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. (b) The amount of any Losses suffered by Buyer in respect of an adjustment to Taxes of a member of the Stock Group as a result of a Proceeding by a Taxing Authority will be reduced by any net Tax benefits (including refunds (or similar credits against Taxes) or reductions in Taxes paid) if and when actually realized by such member in a taxable period ending after the Closing Date as a correlative result of the underlying circumstances producing such Loss, taking into account only the first taxable year in which such Tax benefit is actually realized by such member and the four succeeding taxable years. To the extent any such Tax benefits are subsequently disallowed by a Taxing Authority (and such Tax benefits resulted in a reduction of the indemnity payment due by Seller to Buyer), Seller shall repay such disallowed Tax benefit amounts to Buyer. Furthermore, if pursuant to Section 9.6(a) Seller receives a refund of Taxes (or similar credit against Taxes) as a result of a proceeding by a Taxing Authority and, as a correlative result, Buyer or any member of the Stock Group incurs a Tax Liability with respect to a taxable period ending after the Closing Date, Seller shall pay over an amount of such Tax refund equal to the Tax Liability incurred by Buyer or such member of the Stock Group. (c) For the avoidance of doubt, the fact that a Tax benefit referred to in Section 15.8(a) or 15.8(b) may be actually realized in the future shall not relieve or delay the indemnifying party from making the full amount of the indemnification payment required pursuant to this Article 15. To the extent such Tax benefits are actually realized after such payment is made, the indemnified party shall promptly pay such amounts to the indemnif...
Sample 1
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.
Sample 1
AutoNDA by SimpleDocs
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.
Sample 1

Related to Tax Offset

  • Withholding Taxes; Section 83(b) Election (a) The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the purchase of the Shares by the Participant or the lapse of the Purchase Option. (b) The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Participant understands that it may be beneficial in many circumstances to elect to be taxed at the time the Shares are purchased rather than when and as the Company’s Purchase Option expires by filing an election under Section 83(b) of the Code with the I.R.S. within 30 days from the date of purchase. THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF.

  • Deduction or Withholding for Tax (i) Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will:— (1) promptly notify the other party (“Y”) of such requirement; (2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y; (3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:— (A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or (B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

  • Offset Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.

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

  • Tax Payments Each Company shall be liable for and shall pay the Taxes allocated to it by this Section 2 either to the applicable Tax Authority or to the other Company in accordance with Section 4 and the other applicable provisions of this Agreement.

  • Tax Liability The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the creation or redemption of any Basket made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Trustee, the Sponsor or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon.

  • Payroll Taxes Employer shall have the right to deduct from the compensation and benefits due to Employee hereunder any and all sums required for social security and withholding taxes and for any other federal, state, or local tax or charge which may be in effect or hereafter enacted or required as a charge on the compensation or benefits of Employee.

  • Tax-Deferred Earnings The investment earnings of your Xxxx XXX are not subject to federal income tax as they accumulate in your Xxxx XXX. In addition, distributions of your Xxxx XXX earnings will be free from federal income tax if you take a qualified distribution, as described below.

  • Withholding for Taxes All amounts and benefits paid or provided hereunder will be subject to withholding for taxes as required by law.

  • Tax Liability and Withholding 8.1. The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!