Tax True-up Sample Clauses

Tax True-up. In respect of any judgment or order given or made for any amount due hereunder as to which tax is required to be paid by the Underwriters, the Company will indemnify each Underwriter against any such tax such that the Underwriters shall have received in the aggregate, following the payment of such indemnification, the gross amount of any judgment rendered in their favor. The foregoing indemnity shall constitute a separate and independent obligation of the Company, and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid.
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Tax True-up. During the Term, the Executive will be entitled to receive additional compensation equal to the amount of personal income tax that the Executive is required to pay in connection with federal and or state income taxes associated with any equity award granted to the Executive during the Executive's employment with the Company ("Tax True-up"), provided however that the amount of the Tax True-up shall only be provided to the extent of any shortfall in the amount of proceeds that the Executive is reasonably able to obtain through timely liquidation of the associated equity award that is subject to income taxes through non-distressed open market sales or loans obtained by Executive secured by such equity award. The Company shall provide the additional cash compensation to the Executive in a timely manner in order to allow Executive the ability to timely make the Executive's required income tax payments. In addition to the above, the Company will also reimburse Executive for any incremental taxes (excluding income taxes) which the Executive is liable as a result of the Company not paying its applicable portion of payroll related taxes associated with compensation paid to Executive.
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Tax True-up. Within forty-five (45) days following the Closing Date, Owners shall deliver to Buyer a statement (the "TAX TRUE-UP STATEMENT") demonstrating and stating (i) the tax effect on each Owner of the Contemplated Transactions (the "ASSET TAX IMPACT") and (ii) the tax effect on each Owner of the Contemplated Transactions had such Contemplated Transactions been structured as the purchase by Parent or Buyer of all of the capital stock of the Company (the "STOCK TAX IMPACT"). (See Schedule 2.1 for an example of this calculation.) Buyer shall have thirty (30) days (the "TAX TRUE-UP DISPUTE PERIOD") to dispute any information contained in the Tax True-Up Statement, including the Asset Tax Impact or the Stock Tax Impact. If Buyer has not delivered to each Owner a notice describing in detail the nature of its dispute with respect to the Tax True-Up Statement (a "TAX TRUE-UP DISPUTE NOTICE"), then the Tax True-Up Statement shall be deemed binding on the parties and Buyer shall pay to Company or its assigns an amount in cash equal to the difference between the Asset Tax Impact and the Stock Tax Impact (the "TAX TRUE-UP AMOUNT"). Such Tax True-Up Amount may be offset against any Adjustment Amount owed to Buyer from Owners pursuant to Section 2.9 of this Agreement. In the event that Buyer delivers a Tax True-Up Dispute Notice within the Tax True-Up Dispute Period, the parties shall use the dispute resolution procedures of Section 12.6 of this Agreement to attempt to settle the dispute.
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Related to Tax True-up

  • Allocation of Straddle Period Taxes In the case of any Straddle Period:

  • True-Up Masterworks Gallery will be entitled to receive a true-up equal to 11% of the purchase price of the Artwork. The true-up will be deemed to be earned upon the acquisition of the Artwork by the segregated portfolio of Masterworks Cayman SPC that is wholly owned by the Company, but payment will be paid in installments upon each closing of the Offering in cash and or a combination of cash and Class A shares of the Company (valued at $20 per share for such purposes). Unless the Parties otherwise agree to a different allocation, each payment that occurs in connection with a closing of the Offering shall be prorated between the true-up and the advance based on the relative size of each obligation. Under no circumstances will any portion of the true-up remain as an outstanding obligation of the Company following the final closing of the Offering and the application of the use of proceeds therefrom.

  • Allocation of Profits and Losses The Company’s profits and losses shall be allocated to the Member.

  • Profits and Losses For financial accounting and tax purposes, the Company’s net profits or net losses shall be determined on an annual basis in accordance with the manner determined by the Board. In each year, profits and losses shall be allocated entirely to the Member.

  • Withholding of Taxes; Gross-Up Each payment by any Loan Party under any Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

  • Tax Representations and Tax Withholding You hereby acknowledge that you have reviewed with your own tax advisors the federal, state and local tax consequences of receiving the Restricted Shares. You hereby represent to the Company that you are relying solely on such advisors and not on any statements or representations of the Company, its Affiliates or any of their respective agents. If, in connection with the Restricted Shares, the Company is required to withhold any amounts by reason of any federal, state or local tax, such withholding shall be effected in accordance with Section 16 of the Plan.

  • Tax Benefit Payments Section 3.1 Payments 12 Section 3.2 No Duplicative Payments 13

  • Tax Liability and Withholding Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any shares acquired on exercise; and (b) does not commit to structure the Option to reduce or eliminate the Participant’s liability for Tax-Related Items.

  • Taxes and Withholding No later than the date as of which an amount first becomes includible in the gross income of the Participant for federal, state, local, foreign income, employment or other tax purposes with respect to any Restricted Stock Units, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld with respect to such amount. The obligations of the Company under this Agreement shall be conditioned on compliance by the Participant with this Section 8, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant, including deducting such amount from the delivery of Shares upon settlement of the Restricted Stock Units that gives rise to the withholding requirement.

  • Determination of Realized Tax Benefit Section 2.1. Basis Adjustments and Section 704(c) Allocations; The LLC 754 Election.

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