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Tax Reliefs Sample Clauses

Tax Reliefs. 4.1 It is acknowledged that the Further Restructuring may give rise to Tax Reliefs for an Investor (the “Relevant Investor”) or member of its Group or New Company or RBS Holdings Group Company which it is to acquire. Such Tax Reliefs shall be for the benefit of the Relevant Investor, save to the extent that the transaction giving rise to the Tax Relief also resulted in a Tax Liability which is to be borne or shared by another Investor in accordance with paragraph 3 hereof. In the latter case, the amount to be allocated in accordance with paragraph 3 shall be the amount by which the Tax liability exceeds the net present value of the Tax Relief and the balance shall be borne by the Relevant Investor. For the avoidance of doubt, any step up in the base cost of an asset which a party obtains as a result of the Further Restructuring shall not constitute a Tax Relief for this purpose. Further, any Tax Reliefs which arise as a result of any transaction effected by an Investor or a member of its Group after the acquisition by it of the relevant Acquired Business shall not fall within this paragraph but shall be for the benefit of such Investor. 4.2 Subject to paragraph 4.3 below, any Tax Reliefs arising to any RBS Holdings Group Company in respect of periods beginning on or before the date of completion of the Further Restructuring (other than Tax Reliefs falling within Clause 4.1 above) shall be dealt with as follows:- 4.2.1 To the extent any such Tax Relief can be used to reduce Tax liabilities which would otherwise arise on the Further Restructuring (in circumstances where the use of such Tax Relief for this purpose is in accordance with the principles in Clause 2 above), such Tax Relief shall first be used for that purpose. As between RBS and the State and in the case of any Tax Relief within paragraph 4.2.6 below, no adjustments shall be made in respect thereof. As between Santander on the one hand and the State and RBS on the other hand, save in the case of Tax Reliefs within Paragraph 4.2.6 below, adjustments shall be made between the parties to compensate the party that would otherwise have been entitled to the Tax Relief (or the value thereof) in accordance with paragraphs 4.2.2 to 4.2.5 below (the “Affected Party”) for the loss of such Tax Relief. The amount of the payment shall equal the value of the Tax Relief to the Affected Party. The remaining provisions of this paragraph shall apply to Tax Reliefs which are not used in this way. 4.2.2 To the extent...
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Tax Reliefs. The Purchaser shall, at the direction in writing of the Covenantor, procure that the Company take all such steps as the Covenantor may require to:- 5.1 use all Reliefs as are available to the Company, other than a Purchaser’s Relief, to reduce or eliminate any Tax Liability in respect of which the Purchaser would have been able to make a claim against the Covenantor under this deed (such Reliefs including, without limitation, Reliefs made available to a company by means of a surrender from another company), the said use being to effect the reduction or elimination of any such Tax Liability in the manner and to the extent specified by the Covenantor and permitted by law, and to provide to the Covenantor, at the Covenantor’s expense, a certificate from the auditors (for the time being) of the Company confirming that all such Reliefs have been so used; 5.2 make all such claims and elections specified by the Covenantor in respect of any accounting period of the Company commencing before Completion, including so as to have the effect of reducing or eliminating any such Tax Liability as is mentioned in sub-clause 5.1 or increasing the amount of Group Relief available to be surrendered by the Company, provided that no such claim or election shall require the Company to use any Purchaser’s Relief; and 5.3 allow the Covenantor to reduce or eliminate any Tax Liability by surrendering, or procuring the surrender by any company other than the Company, of Group Relief to the Company to the extent permitted by law but without any payment being made in consideration for such surrender.
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Related to Tax Reliefs

  • Tax Relief In the event the Client requests that the Custodian provide tax relief services and the Custodian agrees to provide such services, the Custodian shall apply for appropriate tax relief (either by way of reduced tax rates at the time of an income payment or retrospective tax reclaims in certain markets as agreed from time to time); provided the Client provides to the Custodian such documentation and information as to it or its underlying beneficial owner clients as is necessary to secure such tax relief. However, in no event shall the Custodian be responsible, or liable, for any Taxes resulting from the inability to secure tax relief, or for the failure of any Client or beneficial owner to obtain the benefit of credits, on the basis of foreign taxes withheld, against any income tax liability.

  • Tax Relief Services Bank will provide tax relief services as provided in Section 8.2.

  • Tax Credits A Creditor Party which receives for its own account a repayment or credit in respect of tax on account of which the Borrowers have made an increased payment under Clause 23.2 shall pay to the Borrowers a sum equal to the proportion of the repayment or credit which that Creditor Party allocates to the amount due from the Borrowers in respect of which the Borrowers made the increased payment, provided that: (a) the Creditor Party shall not be obliged to allocate to this transaction any part of a tax repayment or credit which is referable to a class or number of transactions; (b) nothing in this Clause 23.4 shall oblige a Creditor Party to arrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time; (c) nothing in this Clause 23.4 shall oblige a Creditor Party to make a payment which would leave it in a worse position than it would have been in if the Borrowers had not been required to make a tax deduction from a payment; and (d) any allocation or determination made by a Creditor Party under or in connection with this Clause 23.4 shall be conclusive and binding on the Borrowers and the other Creditor Parties.

  • 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.

  • FOREIGN TAX CREDITS AVIF agrees to consult in advance with LIFE COMPANY concerning any decision to elect or not to elect pursuant to Section 853 of the Code to pass through the benefit of any foreign tax credits to its shareholders.

  • Federal Income Tax Allocations If the Certificates have more than one beneficial owner for United States federal income tax purposes, then for United States federal income tax purposes each item of income, gain, loss, credit and deduction for a month shall be allocated to the Certificateholders as of the first Record Date following the end of such month in proportion to their Percentage Interests on such Record Date. The Depositor (or the Administrator in accordance with the Administration Agreement and Section 5.3) is authorized, in its sole discretion, (i) to modify the allocations in this paragraph if necessary or appropriate for the allocations to fairly reflect the economic income, gain or loss to the Certificateholders or otherwise comply with the requirements of the Code and (ii) to determine whether or not to make any available tax elections such as an election under Sections 1278 or 754 of the Code.

  • Cooperation with Economic Studies If ICANN initiates or commissions an economic study on the impact or functioning of new generic top-­‐level domains on the Internet, the DNS or related matters, Registry Operator shall reasonably cooperate with such study, including by delivering to ICANN or its designee conducting such study all data related to the operation of the TLD reasonably necessary for the purposes of such study requested by ICANN or its designee, provided, that Registry Operator may withhold (a) any internal analyses or evaluations prepared by Registry Operator with respect to such data and (b) any data to the extent that the delivery of such data would be in violation of applicable law. Any data delivered to ICANN or its designee pursuant to this Section 2.15 that is appropriately marked as confidential (as required by Section 7.15) shall be treated as Confidential Information of Registry Operator in accordance with Section 7.15, provided that, if ICANN aggregates and makes anonymous such data, ICANN or its designee may disclose such data to any third party. Following completion of an economic study for which Registry Operator has provided data, ICANN will destroy all data provided by Registry Operator that has not been aggregated and made anonymous.

  • PENSIONS Subject to the provisions of paragraph 2 of Article 19, pensions and other similar remuneration paid to a resident of a Contracting State in consideration of past employment shall be taxable only in that State.

  • Tax Unless specified otherwise in the Proclamation of sale, if the sale of this property is subjected to Tax, such Tax will be payable and borne by the Purchaser.

  • Tax Allocations Each item of income, gain, loss or deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its fair market value at the time of contribution or revaluation, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.

Most Referenced Clauses

Most Referenced Definitions