Taxes and Related Matters. (a) If Employee properly elects, within 30 days of the date on which he acquires the Shares, to include in gross income for federal income tax purposes an amount equal to the fair market value (as of the date of issuance) of the Shares granted pursuant to this Agreement, Employee shall pay to the Corporation, in the year of this Agreement, all federal, state and local income, social security and payroll taxes required to be withheld with respect to the grant of the Shares. If Employee fails to make such tax payments as required, the Corporation shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Employee all federal, state and local income, social security and payroll taxes of any kind required by law to be withheld with respect to the Shares.
(b) If Employee does not make the election described in subparagraph (a) of this section, he shall, on the date as to which the restrictions described in Section 3 shall lapse as to any Shares, pay to the Corporation all federal, state and local income, social security and payroll taxes of any kind required by law to be withheld with respect to such vested Shares. Subject to the approval of the Committee, Employee may elect to satisfy this obligation by having the Corporation withhold a number of Shares that have vested having a Fair Market Value (as of the date that the amount of the withholding requirement is to be determined) equal to the amount of such withholding requirement. If Employee fails to make such payments as required (in cash or by withholding Shares), the Corporation shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Employee all federal, state and local income, social security and payroll taxes of any kind required by law to be withheld with respect to such vested Shares.
(c) Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if Employee is entitled under any agreement or arrangement (including, without limitation, this Agreement) to receive compensation that would constitute a parachute payment (including, without limitation, the vesting of any rights) within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) but for the operation of this sentence, then the amount of all such payments shall be reduced, as determined by the Corporation, to the extent necessary to cause the aggregate present value of all p...
Taxes and Related Matters. None of the parties makes any representations to any other party concerning the tax treatment related to the Acquisition.
Taxes and Related Matters. 39 11.16 Payment of BML Earn-Out . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 11.17
Taxes and Related Matters. (i) Seller and Buyer shall jointly make the elections provided for by Sections 338(g) and 338(h)(10) of the Code and any corresponding elections under state, local, or foreign tax law (collectively, "Section 338 Elections") with respect to the purchase and sale of the Acquired Shares, and Buyer shall have the option, in its sole discretion, to make the election provided for by Section 338(g) of the Code with respect to any Affiliate which is an eligible target affiliate under Section 338 of the Code and applicable treasury regulations. Buyer and Seller shall cooperate with each other to take all actions necessary and appropriate (including executing and filing such forms, returns, elections, schedules and other documents as may be required) to effect and preserve timely Section 338 Elections. Seller and Buyer shall report the purchase by Buyer of the Shares pursuant to this Purchase Agreement consistent with the Section 338 Elections and shall take no Income Tax position inconsistent therewith in any Income Tax return, any proceeding before any taxing authority or otherwise.
(ii) The Purchase Price shall be allocated among the Acquired Shares by Buyer as set forth in EXHIBIT A, which will be completed by mutual agreement of the Parties and attached to this Purchase Agreement. Within 180 days of the Closing Date, but in all events no later than 60 days prior to the last date (determined without regard to extensions) on which a Section 338 Election may be filed with any applicable federal, state or local governmental authority, Buyer shall prepare and deliver to Seller a schedule (the "Shares Price Allocation Schedule") allocating with the consent of the Seller (which consent shall not be unreasonably withheld) the Modified Aggregate Deemed Sale Price (as defined in Treasury Regulation section 1.338(h)(10)-1(e)(5)) among the assets of the Acquired Corporations in accordance with the applicable treasury regulations promulgated under Section 338 of the Code. At the time of delivery of the Shares Price Allocation Schedule, Buyer shall provide Seller with a copy of any appraisal report utilized by Buyer in the preparation of such schedule. The costs of any appraisal shall be borne by the Buyer. EXHIBIT A and the Shares Price Allocation Schedule shall be binding on the Buyer and Seller and their Affiliates and all Parties agree to act in accordance with such Exhibit and Schedule in the preparation, filing and audit of any Income Tax return.
(iii) Whenever it is n...
Taxes and Related Matters. A. The Settlement Fund shall be deemed and treated as a “qualified settlement fund” for all reporting purposes under the federal tax laws, and all Taxes and Tax Expenses arising with respect to any income earned by the Settlement Fund shall be paid out of the Settlement Fund.
B. The Escrow Agent shall make all payments of Taxes and Tax Expenses arising with respect to income earned by the Settlement Fund pursuant to written disbursement instructions from Xxxxxxx Xxxxxxx or Xxxx X. Xxxxx on behalf of Party A.
C. If the Settlement Fund (including all interest thereon) is returned to InfoSonics and/or AIG, in accordance with paragraph 3(C) of this Schedule A, then Party B shall become responsible for assuring payment of the taxes on interest generated by the Escrow Fund. In such an event, Party B shall provide the Escrow Agent with a completed W-9 form.
Taxes and Related Matters. Employee shall be solely responsible for taxes imposed on Employee by reason of any compensation and benefits provided by Employer and all such compensation and benefits shall be subject to applicable withholding in respect of taxes.
Taxes and Related Matters. (a) LEADER is a regular corporation as defined in Subchapter C of the CODE, and has duly and timely filed, including applicable extension periods, all federal, state, county and local income, profits, franchise, excise, sales, customs, property, use, occupation, withholding, social security and other tax and information returns and reports required to have been filed by them through the date hereof. LEADER has paid or accrued all taxes and duties (and all interest and penalties with respect thereto) due or claimed to be due to any governmental authority by LEADER. LEADER does not have, to its knowledge, any liability for any taxes or duties (or interest or penalties with respect thereto) of any nature whatsoever, and, to LEADER's knowledge, there is no basis for any additional material claims or assessments, other than taxes accrued in the ordinary course of business. True copies of the federal, state and local income tax returns of LEADER for each of the three tax years ended September 30, 1996, 1995 and 1994, have been delivered to FDFC, and the federal, state and local income tax returns of LEADER for the fiscal year ended September 30, 1997, will be delivered to FDFC when they are filed with the IRS.
(b) There are no federal, state or local tax returns or reports not filed which would be due but for an extension of time for filing having been granted, except as disclosed in Section 3.15(b) of the DISCLOSURE SCHEDULE. LEADER has not executed or filed with the Internal Revenue Service (the "IRS") or any state or local tax authority any agreement extending the period for assessment and collection of any tax, nor is LEADER a party to any action or proceeding of any governmental authority for assessment or collection of taxes. There is no outstanding assessment or claim for collection of taxes against LEADER. LEADER has not received any notice of deficiency, proposed deficiency or assessment from the IRS or any other governmental agency with respect to any federal, state or local taxes. No tax return of LEADER is currently the subject of any audit by the IRS or any other governmental agency. No material deficiencies have been asserted in connection with the tax returns of LEADER, and LEADER has no reason to believe that any deficiency would be asserted relating thereto. Except as disclosed in Section 3.15(b) of the DISCLOSURE SCHEDULE: (i) LEADER has never been a member of an "affiliated group of corporations" (within the meaning of Section 1504(a) of the I...
Taxes and Related Matters. All returns and/or reports required by any taxing authority from the Company have been or will be timely filed, and all taxes required to have been paid (regardless of whether shown as due on such returns or reports) have been paid or adequately accrued for in the financial statements. Further, with respect to any payment to a third party, in addition to the foregoing, the Company has withheld from such payment and paid over to the proper governmental authorities all amounts required to be so withheld and paid over.
Taxes and Related Matters. (a) The Mortgagor, from time to time when the same shall become due and payable, will pay and discharge or cause the Lessor under the Lease to pay and discharge, pursuant to the Lease, all taxes of every kind and nature, all general and special assessments, levies, permits, inspection and license fees, all water and sewer rents and charges, and all other public charges whether of a like or different nature, imposed upon or assessed against the Mortgaged Estate, or any part thereof, or upon the revenues, rents, issues, income, and profits of the Mortgaged Estate, or any part thereof, or arising in respect of the occupancy, use, or possession thereof. The Mortgagor will, upon the request of the Mortgagee, deliver or cause to be delivered to the Mortgagee receipts evidencing the payment of all such taxes, assessments, levies, fees, rents, and other public charges imposed upon or assessed against the Mortgaged Estate, or any part thereof, or the revenues, rents, issues, income, or profits thereof. The Mortgagee may, at its option to be exercised by thirty (30) days written notice to the Mortgagor following an Event of Default by the Mortgagor, require the deposit by the Mortgagor, at the time of each payment of an installment of interest or principal under the Loan Agreement, of an additional amount sufficient to discharge the obligations under this subsection (a) when they become due. The determination of the amount so payable and of the fractional part thereof to be deposited with the Mortgagee, so that the aggregate of such deposit shall be sufficient for this purpose, shall be made by the Mortgagee in its sole discretion. Such amounts shall be held by the Mortgagee without interest and applied to the payment of the obligations in respect to which such amounts were deposited or, at the option of the Mortgagee, to the payment of said obligations in such order or priority as the Mortgagee shall determine, on or before the respective dates on which the same or any of them would become delinquent. If one month prior to the due date of any of the aforementioned obligations the amounts then on deposit therefor shall be insufficient for the payment of such obligation in full, the Mortgagor within ten (10) days after demand shall deposit the amount of the deficiency with the Mortgagee. Nothing herein contained shall be deemed to affect any right or remedy of the Mortgagee under any provisions of this Mortgage or of any statute or rule of law to pay any such amount ...
Taxes and Related Matters
