Tax Settlement Sample Clauses

Tax Settlement. The Seller shall be entitled to enter into any tax amnesty, dispute resolution method, dispute prevention method, or pre-litigation settlement with any Tax authorities relevant to Taxes arising in the Pre-Closing period for which the Seller is or may be liable under Section 8.2(a) or may give rise to a liability for the breach of any representation in Section 4.13, subject to the procedure set forth in Section 8.3 and Section 10.4, respectively.
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Tax Settlement a. The Companies and the Dutch Subsidiaries form part of the fiscal unity for corporate income tax purposes which is headed by the Seller. The Parties have agreed to terminate the fiscal unity as per the Completion Date. b. The Seller undertakes to submit its tax returns related to the period until the Completion Date in a manner consistent with past practices (which includes the leading principle that valuation for tax purposes is equal to valuation for commercial purposes) and to refrain from submitting altered tax returns related to the period prior to Completion which could have an adverse effect to the tax position of the Companies and the Dutch Subsidiaries.. c. The Seller owes the Companies and the Dutch Subsidiaries the difference between (i) the prepayments made by the Companies and the Dutch Subsidiaries to the Seller in respect of corporate income tax attributable to the Companies and the Dutch Subsidiaries for the financial year 2005 and (ii) the amount of corporate income tax attributable to the Companies and the Dutch Subsidiaries in respect of the financial years 2005 as apparent from the tax returns for the financial year 2005 as agreed between the Parties; the receivable by the Companies and the Dutch Subsidiaries in this respect is estimated to amount to €1,030,000 (the “2005 Tax Receivable”). d. The Companies and the Dutch Subsidiaries estimate the income for corporate income tax purposes attributable to them for the period between 1 January 2006 until the Completion Date (“2006 YTD”) to be negative as a result of which the Seller owes to the Companies and the Dutch Subsidiaries the prepayments made by the Companies and the Dutch Subsidiaries to the Seller in respect of 0000 XXX being an amount of € 533,204 (the “2006 YTD Tax Receivable”). e. In addition the Seller may be entitled to a tax loss carry back in respect of the losses incurred by the Companies and the Dutch Subsidiaries during the financial year 2006 until the Completion Date (the “2006 YTD Carry Back”). The Companies and the Dutch Subsidiaries expect the 2006 YTD Carry Back based upon management information until May 2006 to amount to € 617,000. Seller confirms that the fiscal result of the fiscal unity headed by the Seller is - without taking into account the result of the Companies and the Dutch Subsidiaries - negative. f. The Seller and the Purchaser hereby agree to set off the estimated 2005 Tax Receivable of € 1,030,000 against the amount outstanding under Seller’s loan...
Sample 1
Tax Settlement. The Tax Settlement shall have been entered and shall be in full force and effect and VeriFone shall have received a certificate from the Chief Financial Officer of Xxxxxx, certifying that there are not any unresolved or undisclosed issues that would reasonably be expected to increase the risk that the Tax Settlement could subsequently be challenged by the Israeli Tax Authorities. For the purposes of this Section 7.2(m), “Tax Settlement” shall mean a Tax Settlement involving a payment not in excess of NIS 22.5 million.
Sample 1
Tax Settlement. PSC and the Sellers agree that each of them shall be -------------- liable for one-third (1/3) of all taxes (as defined in Section 9.5 of the Purchase Agreement) of Old Prodigy for Pre-Closing Taxable Periods (as defined in Section 9.5 of the Purchase Agreement) which taxes were unpaid as of June 17, 1996, whether such taxes are assessed prior to or after the date hereof. Based on the Sellers' representation contained in Section 5(b) above, Carso shall pay $566,868.50 to each Seller at the Closing with respect to this Section 9. As of the Closing, the parties agree that the Threshold Amount (as defined in Section 10.2 of the Purchase Agreement) shall be deemed satisfied.
Sample 1

Related to Tax Settlement

  • Dispute Settlement 1. A Party may not initiate proceedings under the general dispute settlement provisions of this Agreement regarding a refusal to grant temporary entry under this Chapter unless: (a) the matter involves a pattern of practice; and (b) the business person has exhausted the available administrative remedies regarding the particular matter. 2. The remedies referred to in subparagraph 1(b) shall be deemed to be exhausted if a final determination in the matter has not been issued by the competent authority within one year of the institution of an administrative proceeding, and the failure to issue a determination is not attributable to delay caused by the business person.

  • Cash Settlement If Cash Settlement is applicable to any Option exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the relevant Settlement Date for each such Option, an amount of cash (the “Cash Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of (i) the Daily Option Value for such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period.

  • The Settlement Following mediation with a neutral party, a Settlement has been reached. As part of the Settlement, a Qualified Settlement Fund of $39,500,000 will be established to resolve the Class Action. The Net Settlement Amount is $39,500,000 minus any Administrative Expenses (including taxes and tax expenses), Court-approved Attorneys’ Fees and Costs, and Class Representative Compensation. The Net Settlement Amount will be allocated to Class Members according to a Plan of Allocation to be approved by the Court.

  • Final Settlement The Parties agree and acknowledge that this Compromise Agreement shall constitute a final settlement between the Parties. This Compromise Agreement resolves only issues addressed in the Compromise Agreement.

  • Termination Settlement Upon the occurrence of any Acceleration Event, Dealer shall have the right to designate, upon at least one Scheduled Trading Day’s notice, any Scheduled Trading Day following such occurrence to be a Settlement Date hereunder (a “Termination Settlement Date”) to which Physical Settlement shall apply, and to select the number of Settlement Shares relating to such Termination Settlement Date; provided that (i) in the case of an Acceleration Event arising out of an Ownership Event, the number of Settlement Shares so designated by Dealer shall not exceed the number of Shares necessary to reduce the Share Amount to reasonably below the Post-Effective Limit and (ii) in the case of an Acceleration Event arising out of a Stock Borrow Event, the number of Settlement Shares so designated by Dealer shall not exceed the number of Shares as to which such Stock Borrow Event exists. If, upon designation of a Termination Settlement Date by Dealer pursuant to the preceding sentence, Counterparty fails to deliver the Settlement Shares relating to such Termination Settlement Date when due or otherwise fails to perform obligations within its control in respect of the Transaction, it shall be an Event of Default with respect to Counterparty and Section 6 of the Agreement shall apply. If an Acceleration Event occurs during an Unwind Period relating to a number of Settlement Shares to which Cash Settlement or Net Share Settlement applies, then on the Termination Settlement Date relating to such Acceleration Event, notwithstanding any election to the contrary by Counterparty, Cash Settlement or Net Share Settlement shall apply to the portion of the Settlement Shares relating to such Unwind Period as to which Dealer has unwound its hedge (assuming that Dealer has a commercially reasonable hedge and unwinds its hedge in a commercially reasonable manner) and Physical Settlement shall apply in respect of (x) the remainder (if any) of such Settlement Shares and (y) the Settlement Shares designated by Dealer in respect of such Termination Settlement Date. If an Acceleration Event occurs after Counterparty has designated a Settlement Date to which Physical Settlement applies but before the relevant Settlement Shares have been delivered to Dealer, then Dealer shall have the right to cancel such Settlement Date and designate a Termination Settlement Date in respect of such Shares pursuant to the first sentence hereof. Notwithstanding the foregoing, in the case of a Nationalization or Merger Event, if at the time of the related Relevant Settlement Date the Shares have changed into cash or any other property or the right to receive cash or any other property, the Calculation Agent shall adjust the nature of the Shares as it determines appropriate to account for such change such that the nature of the Shares is consistent with what shareholders receive in such event. If Dealer designates a Termination Settlement Date as a result of an Acceleration Event caused by an excess dividend of the type described in Paragraph 7(f)(ii), no adjustments(s) shall be made to the terms of this contract to account for the amount of such excess dividend.

  • Cashless Settlement Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

  • Net Share Settlement If Net Share Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date for each such Option, a number of Shares (the “Net Share Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for each such Option, of (i) (a) the Daily Option Value for such Valid Day, divided by (b) the Relevant Price on such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period; provided that in no event shall the Net Share Settlement Amount for any Option exceed a number of Shares equal to the Applicable Limit for such Option divided by the Applicable Limit Price on the Settlement Date for such Option. Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Share Settlement Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.

  • PAYMENT AND SETTLEMENT You shall deliver to the Manager on the date and at the place and time specified in the applicable AAU (or on such later date and at such place and time as may be specified by the Manager in a subsequent Wire) the funds specified in the applicable AAU, payable to the order of Xxxxxxx Xxxxx Xxxxxx Inc., for (i) an amount equal to the Offering Price plus (if not included in the Offering Price) accrued interest, amortization of original issue discount or dividends, if any, specified in the Prospectus or Offering Circular, less the applicable Selling Concession in respect of the Firm Securities to be purchased by you, (ii) an amount equal to the Offering Price plus (if not included in the Offering Price) accrued interest, amortization of original issue discount or dividends, if any, specified in the Prospectus or Offering Circular, less the applicable Selling Concession in respect of such of the Firm Securities to be purchased by you as shall have been retained by or released to you for direct sale as contemplated by Section 3.6 hereof or (iii) the amount set forth or indicated in the applicable AAU, as the Manager shall advise. You shall make similar payment as the Manager may direct for Additional Securities, if any, to be purchased by you on the date specified by the Manager for such payment. The Manager will make payment to the Issuer or Seller against delivery to the Manager for your account of the Securities to be purchased by you, and the Manager will deliver to you the Securities paid for by you which shall have been retained by or released to you for direct sale. If the Manager determines that transactions in the Securities are to be settled through the facilities of DTC or other clearinghouse facility, payment for and delivery of Securities purchased by you shall be made through such facilities, if you are a member, or, if you are not a member, settlement shall be made through your ordinary correspondent who is a member.

  • Vesting; Settlement The RSUs shall become vested in accordance with the schedule set forth on the Award Notice. The Company shall deliver to the Participant one share of Common Stock for each RSU (as adjusted under the Plan) which becomes vested in a given calendar year, pursuant to Section 12, below, and such vested RSU shall be cancelled upon such delivery.

  • Amicable Settlement The Parties shall use their best efforts to settle amicably any dispute, controversy or claim arising out of this Contract or the breach, termination or invalidity thereof. Where the parties wish to seek such an amicable settlement through conciliation, the conciliation shall take place in accordance with the UNCITRAL Conciliation Rules then obtaining, or according to such other procedure as may be agreed between the parties.

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