TAX SHARING ARRANGEMENT Sample Clauses

TAX SHARING ARRANGEMENT. The parties hereby agree that, to the extent any incremental tax benefit is realized from this transaction to Millxx xx a result of the gain on the sale being taxed at capital gain rates and the reduction in the Net Worth of the Company since March 31, 1998 (after taking into account ordinary deductions claimed by Millxx xxxm all his other income generating ventures and after accounting for all other deductions of the Company not paid for by the Buyer or GVG through the Net Worth adjustments) resulting in a reduction of taxes at ordinary income rates, any benefit resulting from the differential in rates shall result in a reduction of the Purchase Price and a refund to Buyer for one-half of such benefit. In order to determine the amount, if any, due to Buyer, Millxx xxxll prepare a schedule upon the completion of his filing of his 1999 tax return (or, if Millxx xxxires, a schedule at any time after February 1999 reflecting his best faith estimate) which reflects the benefit, if any, he has determined he received on his 1998 and/or 1999 tax returns as a result of this transaction. Such schedule shall be provided to Buyer and Buyer's accountants for review. Millxx xxxl provide reasonable support for the information on his schedule to substantiate his computation. Within 30 days of the receipt of the schedules and any requested supporting information, Buyer will approve such schedule or submit to Millxx xxx revised schedule reflecting the amount due. Any amounts due shall be paid by Millxx xx Buyer within 30 days of receipt of such approval or submission. In the event the parties fail to agree on the appropriate amount due to Buyer, such claim shall be submitted to arbitration pursuant to SECTION 10.9 of this Agreement. If Millxx xxxvides a schedule of his estimated tax benefit, as provided herein, and such estimate is less than the actual benefit to Millxx xx an amount equal to, or greater than, $50,000, Millxx xxxeby agrees to share in the excess actual benefit over the estimated benefit in the same manner as provided by this SECTION 6.11.
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TAX SHARING ARRANGEMENT. 33 ARTICLE VII CONDITIONS TO OBLIGATIONS OF PARTIES TO CONSUMMATE CLOSING...........................................................................................................34 7.1 Conditions to Buyer's Obligations.............................................................................34 (a) Covenants, Representations and Warranties..............................................................34 (b) Consents...............................................................................................35 (c) Discharge of Indebtedness and Liens....................................................................35 (d) Transfer Taxes.........................................................................................35 (e) [Reserved].............................................................................................35 (f) Documents to be Delivered by Millxx xxx the Company....................................................35 (i) Conveyance Documents............................................................................35 (ii) Opinion of Counsel to the Company and Millxx...................................................35 -iii- 5 TABLE OF CONTENTS (Con't)
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TAX SHARING ARRANGEMENT. 39 14.11 Conflicts..................................................... 39
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TAX SHARING ARRANGEMENT. Any Tax Sharing Arrangement ------------------------ shall be terminated effective as of the Closing Date.
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TAX SHARING ARRANGEMENT. The Tax Sharing Arrangement, in accordance with the terms set forth on Exhibit J and otherwise in form and substance reasonably satisfactory to the EnTrust Contributor shall have been duly entered into by each party thereto.
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TAX SHARING ARRANGEMENT. GTSD covenants and agrees to enter into a tax sharing arrangement with the Company, reasonably acceptable to the Minority Shareholders, within a reasonable time following the date hereof, whereby GTSD would reimburse the Company for any tax benefits that it derives as a consolidated group from losses incurred by the Company.
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Related to TAX SHARING ARRANGEMENT

  • Tax Sharing Agreement TAX SHARING AGREEMENT" means the Tax Sharing Agreement, attached as EXHIBIT F to the Separation Agreement.

  • Tax Sharing Agreements All tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.

  • Tax Sharing Any and all existing Tax Sharing Agreements between any Purchased Subsidiary and any member of a Seller Group shall be terminated prior to the Closing Date. After such date none of the Purchased Subsidiaries, Seller or any Affiliate of Seller shall have any further rights or liabilities thereunder.

  • Termination of Tax Sharing Agreements All Tax sharing agreements or similar arrangements with respect to or involving the Business shall be terminated prior to the Closing Date and, after the Closing Date, Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

  • Sole Tax Sharing Agreement Except for this Agreement, the Tax Receivable Agreements, the Letter Agreement, Section 11.04(e) of the LLC Agreement and Section 5.15 of the Contribution Agreement, any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the Parent Group, on the one hand, and any member of the SpinCo Group, the Acquiror Group or the JV Group, on the other hand, if not previously terminated, shall be terminated as of the Distribution Date without any further action by the parties thereto. Following the Distribution, no member of the SpinCo Group, the Acquiror Group, the JV Group or the Parent Group shall have any further rights or liabilities thereunder, and, except for the Tax Receivable Agreements, the Letter Agreement, Section 11.04(e) of the LLC Agreement and Section 5.15 of the Contribution Agreement, this Agreement shall be the sole Tax sharing agreement between the members of the SpinCo Group, the Acquiror Group or the JV Group, on the one hand, and the members of the Parent Group, on the other hand.

  • Termination of Existing Tax Sharing Agreements Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

  • Closing Arrangements Subject to the terms and conditions hereof, the transactions contemplated herein shall be closed at the Closing Time at the offices of the Corporation at Xxxxx 000 0000 Xxxxxxxxx Xxxx Xxxxxx, Xxxxxxx, 00000 or at such other place or places as may be mutually agreed upon by the Corporation and the Purchaser.

  • Leasing Arrangements From the Effective Date through Closing (the "Contract Period"), without Purchaser's prior written consent in each instance, Seller will not amend or terminate any existing Lease or enter into any new Lease without Purchaser's prior written consent (which may be given or withheld in its sole and absolute discretion). Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereof, Purchaser shall be deemed to have consented to such Lease. Notwithstanding anything contained herein to the contrary, Purchaser's consent shall not be required with respect to any renewal Lease or consent to a sublease or assignment of Lease which Seller, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase Price.

  • Escrow Arrangement The Company and the Purchaser shall enter into an escrow arrangement with Xxxxxxx Xxxxxx & Green, P.C. (the "Escrow Agent") in the Form of EXHIBIT B hereto respecting payment against delivery of the Shares.

  • Shared Loss Arrangement 1 2.1 Accounting for and Management of Shared-Loss Assets 1

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