Tax Treatment and Reporting Sample Clauses

Tax Treatment and Reporting. For tax and withholding purposes, Class Payments shall be treated as follows: 33% shall be deemed to be wage payments to be reported on an IRS Form W-2 with payroll taxes withheld, and 67% shall be deemed to be non-wage payments and Defendants shall issue appropriate IRS Forms 1099 (reported as “Other Income”). Defendants shall have no responsibility or liability for any federal or state taxes owed in connection with the payments made in connection with this Settlement. Any employer payroll taxes owed will be paid out of the Maximum Settlement Payment.
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Tax Treatment and Reporting. For tax and withholding purposes, Individual Settlement Allocations shall be treated as follows: 50% of each Individual Settlement Allocation distributed to a Class Member shall be deemed to be wages, subject to payroll taxes, and the Settlement Administrator shall issue appropriate IRS Forms W-2; and 50% of each Individual Settlement Allocation distributed to a Class Member shall be deemed to be non-wage payments and the Settlement Administrator shall issue appropriate IRS Forms 1099. Defendant shall be responsible for paying the employer’s portion of payroll taxes attributable to the portions of the Individual Settlement Allocations that are characterized as W-2 wages, as calculated by the Settlement Administrator, which the Settlement Administrator shall disburse to the IRS or appropriate state agency. Defendant’s payment of the employer’s portion of payroll taxes shall be in addition to, and shall not come out of, the Settlement Amount. Except for the employer’s portion of payroll taxes, Defendant shall have no responsibility or liability for any federal or state taxes owed in connection with the payments made in connection with this Settlement Agreement. The Settlement Administrator shall withhold from each Class Member’s payment, and disburse to the IRS or appropriate state agency, the employee’s portion of payroll taxes and tax withholding attributable to wages.
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Tax Treatment and Reporting. (a) The parties hereto agree to treat the Escrow Funds as owned by Parent and not received by the Escrow Participants unless and until paid to the Escrow Participants pursuant to this Agreement, and to file all Tax Returns on a basis consistent with such treatment.
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Tax Treatment and Reporting. ...56 Section 6.12
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Tax Treatment and Reporting. Each of the parties hereto shall not take, and shall use its reasonable best efforts to cause its affiliates not to take, any action that would prevent the Acquisition from qualifying as, and shall use its reasonable best efforts to cause the Acquisition to qualify as, a "reorganization" under Section 368(a)(1)(C) of the Code with respect to Santa Xxxx and a "reorganization" under Section 368(a)(1)(B) of the Code with respect to Emerald Investors, L.L.C. Without limiting the generality of the foregoing, unless otherwise permitted by a pronouncement of the IRS, Republic shall not, and shall use its reasonable best efforts to cause its affiliates not to, liquidate or merge the Company into, or transfer any Company Shares to, any other entity prior to the second anniversary of the Closing Date. Republic and each of the Stockholders shall, and Republic shall cause the Company to, treat the Acquisition as a "reorganization" within the meaning of Section 368(a)(1)(C) of the Code with respect to Santa Xxxx and a "reorganization" under Section 368(a)(1)(B) of the Code with respect to Emerald Investors, L.L.C. and shall file such information with their income tax returns as may be required by Treasury Regulation Section 1.368-3 or other applicable law.
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Tax Treatment and Reporting. (i) The Parties intend that the Transactions qualify for the Intended U.S. Tax Treatment, and each Party shall, and shall cause its respective Affiliates to, take such actions to cause the Transaction to so qualify (provided that the foregoing shall not apply to the use of SPAC cash, which shall be governed exclusively by the covenants set forth in Annex A (the “Reorganization Covenants”)).
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Tax Treatment and Reporting. (i) The parties hereto agree to treat the Escrow Amount as owned by the Parent, in all cases to the extent not released to Holders pursuant to this Agreement, and to file all Tax Returns on a basis consistent with such treatment.
Sample 1
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Tax Treatment and Reporting. (i) Prior to the implementation of the selected Alternate Transaction, Buyer and Seller shall reasonably agree as to the proper Tax treatment and Tax reporting (including with respect to any withholding Taxes) of the selected Alternate Transaction. Unless (after reasonable defense, at Buyer’s expense) required to do otherwise by a final “determination,” as defined in Section 1313 of the Code or on the issue of a closure notice to an enquiry under paragraph 32, Schedule 18 Finance Xxx 0000 or after a discovery assessment under paragraph 41 Schedule 18 Finance Xxx 0000, Buyer, Seller and their Subsidiaries shall treat and report the selected Alternate Transaction consistently with such agreement on all Tax Returns and other submissions (including for the avoidance of doubt, related to Tax audits or enquiries) made to any Taxing authority.
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Tax Treatment and Reporting. The Participant and EMCLP shall report the Swap Transaction and the sale and purchase of the SD Extension Rights for all federal, provincial and local Tax purposes in a manner consistent with the provisions of this Agreement and the Tax Agreement. EMCLP and the Participant agree that, if any taxing authority does not agree with any allocation of the applicable Purchase Price agreed to between the Parties in accordance with the foregoing, EMCLP and the Participant shall use commercially reasonable efforts and good faith to agree upon a different allocation acceptable to the relevant authority and, if the Parties are so able to agree, they shall thereafter amend the allocation and their income tax returns accordingly; provided, however that nothing contained herein shall be construed so as to require any Party to commence or participate in any litigation or administrative process challenging the determination so made by any applicable authority.
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Related to Tax Treatment and Reporting

  • Accounting and Reporting I. The Agent shall establish separate accounts for the trust assets, the assets obtained as a result of managing and utilizing the trust assets, its own assets, and other trust assets.

  • Information and Reporting The Adviser shall provide the Trust and its respective officers with such periodic reports concerning the obligations the Adviser has assumed under this Agreement as the Trust may from time to time reasonably request.

  • Information and Reporting Requirements 63 7.1 Financial and Business Information.........................................................63 7.2

  • Record Keeping and Reporting 15.01 The Accredited Entity shall ensure that:

  • Income Tax Returns and Reports The Trustee shall, to the extent necessary, prepare and file on behalf of the Trust appropriate United States and Canadian income tax returns and any other returns or reports as may be required by applicable law or pursuant to the rules and regulations of any securities exchange or other trading system through which the Exchangeable Shares are traded.

  • Records and Reporting 7.01. The Implementing Entity shall provide to the Board, through the Secretariat, the following reports and financial statements:

  • Tax Withholding and Reporting The Bank shall withhold any taxes that are required to be withheld, including but not limited to taxes owed under Code Section 409A from the benefits provided under this Agreement. The Executive acknowledges that the Bank’s sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authorities. The Bank shall satisfy all applicable reporting requirements, including those under Code Section 409A.

  • Withholding and Reporting For any Tax Year (or portion thereof), the Employing Party shall (A) satisfy, or shall cause to be satisfied, all applicable Tax reporting obligations with respect to the issuance, exercise, vesting or settlement of Compensatory Equity Interests and (B) satisfy, or cause to be satisfied, all liabilities for Taxes imposed in connection with such issuance, exercise, vesting or settlement (including the employer portion of any employment taxes); provided that, (x) in the event Compensatory Equity Interests are settled by the corporation that is the issuer or obligor under the Compensatory Equity Interest (the “issuing corporation”) and the issuing corporation is not a member of the same Group as the Employing Party, the issuing corporation shall promptly remit to the Employing Party an amount of cash equal to the amount required to be withheld in respect of any withholding Taxes, and (y) the Employing Party shall not be liable for failure to remit to the applicable Tax Authority any amount required to have been withheld from the recipient of the Compensatory Equity Interest in connection with such issuance, exercise, vesting or settlement, except to the extent that the issuing corporation shall have remitted such amount to the Employing Party. Distributing shall promptly notify Spinco, and Spinco shall promptly notify Distributing, regarding the exercise of any option or the issuance, vesting, exercise or settlement of any other Compensatory Equity Interest to the extent that, as a result of such issuance, exercise, vesting or settlement, any other party may be entitled to a deduction or required to pay any Tax, or such information otherwise may be relevant to the preparation of any Tax Return or payment of any Tax by such other party or parties.

  • Accounting and Reports (a) The Fund shall adopt for tax accounting purposes any accounting method that the Board of Managers shall decide in its sole discretion is in the best interests of the Fund. The Fund's accounts shall be maintained in U.S. currency.

  • Financial Information and Reporting (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.

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