Tax Ramifications Sample Clauses

Tax Ramifications. Club, Player, and Player Representative acknowledge and agree that (a) none of the NFL, its member Clubs, the NFLMC, or any of their advisors or affiliates have any responsibility to provide the NFLPA, any player, or any of their advisors or affiliates with tax advice; (b) the NFLPA does not have any responsibility to provide the NFL, any of its member Clubs, the NFLMC, or any of their advisors or affiliates with tax advice; and (c) the NFLPA does not have any responsibility to provide Player, Player representative, or any of their advisors or affiliates with tax advice. Club does not assume any responsibility with respect to any income, employment, or other tax incurred by Player and Player does not assume any responsibility with respect to any income, employment, or other tax incurred by Club under this Contract.
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Tax Ramifications. By acceptance of this Option, the Optionee accepts responsibility for all taxes as defined under applicable federal tax law. The company is under no obligation to inform the Optionee of any changes to such law.
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Tax Ramifications. It is the intention of the Township Board that this non-qualified deferred compensation plan and the agreement provided thereunder for the deferral of compensation complies with Section 457 of the Internal Revenue Code of 1954, as amended, pertaining to State deferred compensation plans. The participant's compensation which is actually deferred hereunder is intended to be nontaxable until actually received by said officer, official or employee or such individual's beneficiary. The administration of this non-qualified deferred compensation plan and the operation and interpretation of the agreement provided thereunder shall be done in such a manner so as not to result in the compensation deferred thereunder becoming taxable before actual receipt thereof by said officer, official or employee or such individual's beneficiary. Any provision contained herein which causes said deferred compensation to be taxed prior to receipt thereof shall be deemed null and void. However, although it is the opinion of the Township of Orion that the non-qualified deferred compensation plan and the agreement provided thereunder accomplishes the deferral of federal and state income tax for compensation deferred thereunder, no guarantee is given to any officer, official or employee or said individual's beneficiary as to its tax status, and the Township hereby assumes no responsibility in the event of any adverse tax determination to any officer, official or employee or said individual's beneficiary. Any provision of this non-qualified deferred compensation plan, the agreement or any Township rules or regulations pertaining thereto adopted thereunder, which are contrary to the Internal Revenue Code of 1954 or regulations adopted thereunder shall be deemed to be superseded by such Internal Revenue Code of 1954 or regulations adopted thereunder.
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Tax Ramifications. Drachman acknowledges that BioSig is not making any representation or warranty of any kind of the tax consequences of entering into this Agreement or the consummation of the transactions contemplated hereby. Drachman expressly acknowledges that in the event any taxes are due as a result the payment the Settlement Payment, Drachman alone shall be responsible for the payment of same and shall defend, indemnify and hold BioSig harmless from all loss, liability, damage and expense relating to any tax payments due in connection with the Settlement Sum.
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Related to Tax Ramifications

  • Income Tax Allocations (a) Except as provided in this Section 9.4, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under Sections 9.1, 9.2, 9.3 and 13.4(b). (b) In accordance with Code Section 704(c) and the applicable Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Gross Asset Value at the time of its contribution to the Company. If the Gross Asset Value of any Company property is adjusted in accordance with clause (c) or (d) of the definition of Gross Asset Value, then subsequent allocations of income, gain, loss and deduction shall take into account any variation between the adjusted basis of such property for federal income tax purposes and its Gross Asset Value as provided in Code Section 704(c) and the related Treasury Regulations. For purposes of such allocations, the Company shall elect the remedial allocation method described in Treasury Regulation Section 1.704-3(d). (c) All items of income, gain, loss, deduction and credit allocated to the Members in accordance with the provisions hereof and basis allocations recognized by the Company for federal income tax purposes shall be determined without regard to any election under Section 754 of the Code which may be made by the Company. (d) If any deductions for depreciation or cost recovery are recaptured as ordinary income upon the Transfer of Company properties, the ordinary income character of the gain from such Transfer shall be allocated among the Members in the same ratio as the deductions giving rise to such ordinary character were allocated.

  • Tax Consequences It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.

  • Adverse Tax Consequences Notwithstanding anything to the contrary in this Agreement, the General Partner shall have the authority (but shall not be required) to take any steps it determines are necessary or appropriate in its sole and absolute discretion to prevent the Partnership from being taxable as a corporation for Federal income tax purposes. In addition, except with the Consent of the General Partner, no Transfer by a Limited Partner of its Partnership Interests (including any Redemption, any conversion of LTIP Units into Partnership Common Units, any other acquisition of Partnership Units by the General Partner or any acquisition of Partnership Units by the Partnership) may be made to or by any Person if such Transfer could (i) result in the Partnership being treated as an association taxable as a corporation; (ii) result in a termination of the Partnership under Code Section 708; (iii) be treated as effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Code Section 7704 and the Regulations promulgated thereunder, (iv) result in the Partnership being unable to qualify for one or more of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”) or (v) based on the advice of counsel to the Partnership or the General Partner, adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Code Section 857 or Code Section 4981.

  • Income Tax Treatment Employee and the Company acknowledge that it is the intention of the Company to deduct all amounts paid under Section 2 hereof as ordinary and necessary business expenses for income tax purposes. Employee agrees and represents that he will treat all such amounts as required pursuant to all applicable tax laws and regulations, and should he fail to report such amounts as required, he will indemnify and hold the Company harmless from and against any and all taxes, penalties, interest, costs and expenses, including reasonable attorneys' and accounting fees and costs, which are incurred by Company directly or indirectly as a result thereof.

  • Income Tax Elections In the event of a distribution of property made in the manner provided under Section 734 of the Code, or in the event of a transfer of any Partnership Interest permitted by this Agreement made in the manner provided in Section 743 of the Code, the General Partner, on behalf of the Partnership, may, but shall not be required to, file an election under Section 754 of the Code in accordance with the procedures set forth in the applicable regulations promulgated thereunder.

  • Income Tax Return Information Each Company will provide to the other Company information and documents relating to their respective Groups required by the other Company to prepare Tax Returns. The Responsible Company shall determine a reasonable compliance schedule for such purpose in accordance with Distributing Co.'s past practices. Any additional information or documents the Responsible Company requires to prepare such Tax Returns will be provided in accordance with past practices, if any, or as the Responsible Company reasonably requests and in sufficient time for the Responsible Company to file such Tax Returns on a timely basis.

  • Tax Implications Without limitation, we do not accept liability for any adverse tax implications of any Transaction whatsoever.

  • Independent Legal and Tax Advice Optionee acknowledges that the Company has advised Optionee to obtain independent legal and tax advice regarding the grant and exercise of the Option and the disposition of any Shares acquired thereby.

  • Tax and Accounting Consequences (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes.

  • Accounting and Tax Treatment Each of the Parties undertakes and agrees to use its reasonable efforts to cause the Merger, and to take no action which would cause the Merger not, to qualify for treatment as a pooling of interests for accounting purposes or as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code for federal income tax purposes.

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