Texas Margin Tax Sample Clauses

Texas Margin Tax. If Texas law requires any Partner and the Partnership to participate in the filing of a Texas margin tax combined group report, and if such Partner (the “Included Partner”) pays the margin tax liability due in connection with such combined report, the parties agree that the Partnership shall promptly reimburse the Included Partner for the margin tax paid on behalf of the Partnership as a combined group member. The margin tax paid on behalf of the Partnership shall be equal to the margin tax that the Partnership would have paid if it had computed its margin tax liability for the report period on a separate entity basis rather than as a member of the combined group and with the Partnership utilizing whichever reasonable margin tax computational option that results in the least amount of tax for the Partnership. The parties agree that the Included Partner may deduct for federal income tax purposes 100% of the Texas margin tax attributable to the Partnership and paid by Included Partner and that the Partnership’s reimbursement obligation shall be limited to the after-tax cost to the Included Partner of the Texas margin tax attributable to the Partnership and paid by the Included Partner, computed based on the highest marginal federal tax rate applicable to individuals. For purposes of this Section 7.7 there may only be one Included Partner and if there is any uncertainty as to which Partner of the Partnership is an Included Partner, the Board shall determine who is the Included Partner.
Sample 1Sample 2
AutoNDA by SimpleDocs
Texas Margin Tax. In the event that a tax is levied or assessed upon the Issuer or upon all or part of the Trust Estate under HB3, which tax becomes due and payable by the Issuer, the Originator covenants and agrees to pay such tax to the applicable taxing authority on behalf of the Issuer when and as due and payable by the Issuer. Notwithstanding anything to the contrary contained herein, nothing in this Insurance Agreement should be read to imply that the Issuer is doing business in Texas, has sufficient nexus with Texas in order for HB3 to apply to the Issuer or is otherwise subject to the tax described in HB3.
Sample 1Sample 2
Texas Margin Tax. If Texas law requires any Member to participate in the filing of a Texas margin tax combined group report together with the Company, and if such Member pays the margin tax liability due in connection with such combined report, the Company shall promptly reimburse such Member for the margin tax paid on behalf of the Company as a combined group member. The margin tax paid on behalf of the Company shall be equal to the margin tax that the Company would have paid if it had computed its margin tax liability for the report period on a separate entity basis rather than as a member of the combined group.
Sample 1
Texas Margin Tax. Seller shall be responsible for paying any and all costs and expenses in connection with all Seller Group’s 2017, 2018 and 2019 Texas Margin Tax returns with respect to the Property (which payment, if applicable, may be made directly by Seller or through escrow at Closing); provided, however, if as of the Closing Date if any amounts remain outstanding or there is any potential obligation for payment of additional amounts for the tax years referenced above, and without duplication of amounts otherwise prorated herein Buyer shall receive a one-time credit to the Purchase Price in an amount equal to one hundred percent (100%) of all such amounts and Buyer shall thereafter assume all liability for payment of such amounts and shall indemnify, defend and hold Seller and the Seller Group harmless from any and all such liabilities up to the amount of such Purchase Price credit actually received pursuant to this Section 14.14.
Sample 1
Texas Margin Tax. If Texas law requires any Member other than the Managing Member (such Member, the “Consolidating Member”) and the Company to participate in the filing of a Texas margin tax combined group report, and if the Consolidating Member pays the margin tax liability due in connection with such combined report, the Members agree that the Company shall promptly reimburse the Consolidating Member for the margin tax paid on behalf of the Company as a combined group member. The margin tax paid on behalf of the Company shall be equal to the amount that the Company would have paid if it had computed its margin tax liability for the report period on a separate entity basis rather than as a member of the combined group. For the avoidance of doubt, the reimbursement of any Texas margin tax paid by the Managing Member shall be governed by Section 7.9.
Sample 1

Related to Texas Margin Tax

  • Gross Margin 13 Independent...................................................................................13

  • Increased Costs Break Funding Payments Taxes Illegality Section 5.01 Increased Costs 39 Section 5.02 Break Funding Payments 40 Section 5.03 Taxes 40 Section 5.04 Mitigation Obligations; Replacement of Lenders 43 Section 5.05 Illegality 44

  • Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans (a) If any Lender determines that as a result of any Change in Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Loan or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes or Other Taxes indemnifiable under Section 3.01, (ii) Excluded Taxes described in clauses (b) through (e) of the definition of Excluded Taxes, (iii) Excluded Taxes described in clause (a) of the definition of Excluded Taxes to the extent such Taxes are imposed on or measured by such Lender’s net income or profits (or are franchise Taxes imposed in lieu thereof) or (iv) reserve requirements contemplated by Section 3.03(c)), then from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.05), the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

  • Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans (a) If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

  • Prepayments Payments Taxes 48 Section 5.1

  • Original Issue Discount; Transaction Expense Amount The Note carries an original issue discount of $3,400,000.00 (the “OID”). In addition, Company agrees to pay $100,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Securities (the “Transaction Expense Amount”), all of which amount is included in the initial principal balance of the Note. The “Purchase Price”, therefore, shall be $25,000,000.00, computed as follows: $28,500,000.00 initial principal balance, less the OID, less the Transaction Expense Amount.

  • Intent to Limit Charges to Maximum Lawful Rate In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.

  • Applicable Margins The ABR Applicable Margin and the LIBOR Applicable Margin to be used in calculating the interest rate applicable to different Types of Advances shall vary from time to time in accordance with the long-term unsecured debt ratings from Xxxxx’x, and Fitch of the General Partner and the Borrower. In the event the General Partner and the Borrower have different ratings, the rating of the higher rated entity shall be used. In the event the rating agencies are split on the rating for the higher rated entity, the lower rating for such entity shall be deemed to be the applicable rating (e.g., if the higher rated entity’s Xxxxx’x debt rating is Baa1, and its Fitch’s rating is BBB, then the Applicable Margins shall be computed based on the Fitch rating), and the Applicable Margins shall be adjusted effective on the next Business Day following any change in the higher rated entity’s Xxxxx’x debt rating, and/or Fitch’s debt rating, as the case may be. The applicable debt ratings and the Applicable Margins are set forth in the table attached as Exhibit A. In the event that Fitch or Xxxxx’x shall discontinue their ratings of the REIT industry, the General Partner or the Borrower, a mutually agreeable substitute rating agency (or two mutually agreeable substitute agencies if both existing rating agencies discontinue such ratings) shall be selected by the Required Lenders and the Borrower. If the Required Lenders and the Borrower cannot agree on a substitute rating agency or substitute rating agencies within thirty (30) days after such discontinuance, or if Fitch and Xxxxx’x shall discontinue their ratings of the REIT industry, the Borrower, or the General Partner, the Applicable Margin to be used for the calculation of interest on Advances hereunder shall be the highest Applicable Margin for each Type. If a rating agency downgrade or discontinuance results in an increase in the ABR Applicable Margin, the LIBOR Applicable Margin, or Facility Fee Rate and if such downgrade or discontinuance is reversed and the affected Applicable Margin is restored within ninety (90) days thereafter, at the Borrower’s request, the Borrower shall receive a credit against interest next due the Lenders equal to interest accrued from time to time during such period of downgrade or discontinuance and actually paid by the Borrower on the Advances at the differential between such Applicable Margins, and the differential of the Facility Fee paid during such period of downgrade. If a rating agency upgrade results in a decrease in the ABR Applicable Margin, LIBOR Applicable Margin or Facility Fee Rate and if such upgrade is reversed and the affected Applicable Margin is restored within ninety (90) days thereafter, Borrower shall be required to pay an amount to the Lenders equal to the interest differential on the Advances and the differential on the Facility Fees during such period of upgrade.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!