Tax Sharing Payments. (a) If any Genworth Company (other than any Genworth Company that is a party to the GEFAHI Tax Allocation Agreement or the GECC Tax Allocation Agreement for such Taxable Year) is included in the GE Consolidated Return for any Taxable Year ending on or after December 31, 2003, then Genworth will make a tax sharing payment to GE (or, notwithstanding Section 7(a), GE will make a tax sharing payment to Genworth) for such Taxable Year determined in a manner consistent with tax sharing practices existing as of the date of this Agreement (as determined in the reasonable discretion of GE); provided, however, that any amount payable pursuant to such existing tax sharing practices will be determined for all purposes of this Section 5 without taking into account any Transaction Taxes (determined for purposes of this proviso without regard to Section 3(a)(2)(ii)(A) and (B)).
(b) Notwithstanding Section 7(a), if any Genworth Company (other than any Genworth Company that was a party to the GEFAHI Tax Allocation Agreement or the GECC Tax Allocation Agreement for such Taxable Year) is included in the GE Consolidated Return for any Taxable Year (whether ending before, on, or after the Closing Date), and if any adjustment is made, as the result of any amended return, audit, or otherwise, to any income, deduction, or other item of such Genworth Company for such Taxable Year, then Genworth will make a payment to GE (or GE will make a payment to Genworth) in accordance with existing tax sharing practices as of the date of this Agreement (as determined in the reasonable discretion of GE). Such payment will be made in immediately available funds within 30 days after such adjustment becomes final together with interest at the rate applicable to underpayments or overpayments of Tax, as the case may be, from (but not including) the due date (without extensions) of the GE Consolidated Return for such Taxable Year to (and including) the date such payment is actually made; provided, however, that in the case of any such adjustment for any Taxable Year that results from the carryback of any net operating loss or other Tax Attribute from any subsequent Taxable Year, such payment will be made together with interest at the rate applicable to underpayments or overpayments of Tax, as the case may be, from (but not including) the date on which the relevant Tax Return is filed for such subsequent Taxable Year to (and including) the date such payment is actually made.
(c) Genworth will make es...
Tax Sharing Payments. 1. For each Tax year for which a Parent Entity files, or is required to file, a Combined Tax Return on or after the Effective Time, the applicable Parent Entity shall timely prepare, or cause to be prepared, a Pro Forma Company Return for the relevant Company Group for such year (including, if necessary, preparing Pro Forma Company Returns for prior years). Each such Pro Forma Company Return shall include only the items of income, deduction, gain, loss and credit of the members of the Company Group that join in the filing of such Combined Tax Return, and shall be prepared in a manner consistent with the elections, methods of accounting, and positions with respect to specific items made or used by such Parent Entity for purposes of such Combined Tax Return. Each such Pro Forma Company Return shall reflect any carryovers of net operating losses, net capital losses, excess tax credits or other tax attributes from Pro Forma Company Returns with respect to the same Combined Tax for prior years assuming that members of such Company Group had not been in existence before the Effective Time, which carryovers could have been utilized by the Company Group if such Company Group had never been included in the relevant Combined Tax Group, but only to the extent such Parent Entity utilizes such carryovers. For purposes of this Article III, Section 1, (a) a carryover will be treated as utilized by a Parent Entity to the extent that the Tax liability of the relevant Combined Tax Group determined taking into account such carryover is less than the Tax liability of such Combined Tax Group determined without giving effect to such carryover, (b) any provision of the Code that requires consolidated computations, such as sections 861 and 1231, and any similar provision with respect to any other Combined Tax, shall be applied separately to the Company Group for purposes of preparing the Pro Forma Company Return and (c) Treasury Regulations section 1.1502-13, and any similar provisions with respect to any other Combined Tax, shall be applied as if the Company Group were not a part of the relevant Combined Tax Group. The Pro Forma Company Return shall be provided to the Company no later than 10 days before the Due Date for filing the relevant Combined Tax Return.
2. For each Tax year in which a Combined Tax Return is, or is required to be, filed by a Parent Entity, the Company shall, and shall as appropriate cause each of its Subsidiaries that is a member of the relevant Combined ...
Tax Sharing Payments. Any payment made by members of the HCM Group prior to the Distribution Date under any agreement, whether or not written, in respect of the sharing of Taxes shall be credited to the HCM Group. On the Distribution Date HCM was required to make a Tax sharing payment to Comdata in an amount estimated to equal the amount payable by HCM under this Agreement in respect of the current Taxable Year through the Distribution Date, taking into account any previous Tax sharing payments made by members of the HCM Group in respect of the current Taxable Year. Following the Distribution Date, but in all events not later than sixty (60) days after the Distribution Date, Comdata and HCM were required to negotiate in good faith and agree upon a final calculation of the payment that should have been made on the Distribution Date based on the then available information, and (i) if such amount was greater than the actual payment made on the Distribution Date, HCM was required to pay such excess to Comdata and (ii) if such amount was less than the actual payment made on the Distribution Date, Comdata was required to pay the difference to HCM.
Tax Sharing Payments. Aquila shall pay to UtiliCorp no later than 60 days after the date on which a UtiliCorp Consolidated Return for any taxable year is filed, an amount equal to the sum of (i) the Federal Income Tax liability shown on the Aquila Pro Forma Return prepared for that taxable year and (ii) consistent with the additions to tax asserted with respect to the UtiliCorp Consolidated Return, the additions to tax, if any under Section 6655 of the Code that would have been imposed upon Aquila (treating the amount due to UtiliCorp under (i) above as Aquila's federal income tax liability and treating any Estimated Tax Sharing Payments as estimated tax payments with respect to such liability), reduced by the sum of the Estimated Tax Sharing Payments. If the Estimated Tax Sharing Payments paid to UtiliCorp for any taxable year exceed the amount of the liability under the preceding sentence, UtiliCorp shall refund such excess to Aquila within 45 days after completion of the Aquila Pro Forma Return.
Tax Sharing Payments. The Borrower will not, and will not -------------------- permit any of its Subsidiaries to, make any tax sharing payments to Holdings which, when aggregated with all other tax sharing payments made by the Borrower and its Subsidiaries in any Fiscal Quarter, would exceed the estimated quarterly tax sharing payments required to be made pursuant to the tax sharing agreement heretofore delivered to the Lenders pursuant to this Agreement; provided that, -------- in any event and at all times, no tax sharing payment may be paid when any Default has occurred and is continuing or would occur after giving effect thereto.
Tax Sharing Payments. Section 7.2.16 of the Credit Agreement is hereby amended to state in its entirety as follows:
Tax Sharing Payments. The Borrower will not, and will not permit any of its Pledged Subsidiaries to make, any tax sharing payments to Holdings in excess of the Maximum Available Amount."
Tax Sharing Payments. (a) (i) (A) Within thirty (30) days after each of the first (1st) three (3) anniversaries of the Closing Date, Purchaser shall pay to Seller an amount equal to the Target Pre-Option Annual Tax Sharing Amount.
Tax Sharing Payments. No later that ninety (90) days after the Closing, Buyer shall remit to Seller an amount equal to payments due to Seller by the Acquired Companies for any fiscal period ending on or prior to the Closing Date pursuant to the Tax Sharing Agreement.
Tax Sharing Payments. Permit any payments made by the Borrower or any of its Subsidiaries under the Tax Sharing Agreement (a) to be on terms other than the terms contained in the Tax Sharing Agreement, and (b) to exceed (i) for the period from the Closing Date through the last day of the fiscal year ending on or about Decexxxx 00, 0000, $0, (xx) xxx the fiscal year ending on or about December 31, 2001, $0, and (iii) for the fiscal year ending on or about December 31, 2002 and for each fiscal year thereafter, $5,000,000 for such fiscal year if Consolidated EBITDA for the immediately preceding fiscal year is between $100,000,000 and $120,000,000 and $10,000,000 for such fiscal year if Consolidated EBITDA for the immediately preceding fiscal year is greater than $120,000,000.
