The Gross. Asset Values of Partnership assets shall be increased or decreased to reflect any adjustment to the adjusted basis of the assets under Code Section 734(b) or 743(b), but only to the extent that the adjustment is taken into account in determining Capital Accounts under Regulations Section 1.704-1(b)(2)(iv)(m), provided that Gross Asset Values shall not be adjusted under this Section 3.10.4 to the extent that the Partners reasonably Approve that an adjustment under Section 3.10.2 is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment under this Section 3.10.4. After the Gross Asset Value of any asset has been determined or adjusted under Section 3.10.1, 3.10.2 or 3.10.4, Gross Asset Value shall be adjusted by the depreciation taken into account with respect to the asset for purposes of computing Profits or Losses.
The Gross. Up Payment provided for in paragraph (a) above shall not be made unless Employee provides written notice to Employer setting forth, in reasonable detail, the amounts and calculation of such benefit payments constituting "excess parachute payments" and accompanied by a written opinion of a nationally recognized accounting firm confirming that such benefit payments constitute "excess parachute payments," with such notice and opinion received by Employer prior to the time that Employee pays any tax based on or files any tax return claiming receipt of "excess parachute payments." The reasonable fees and expenses of obtaining such opinion shall be paid by Employer.
The Gross. Heating Value of Gas shall be determined from a representative composite Gas sample taken at the point of measurement by periodic tests to be conducted monthly by Buyer or at such other intervals as the Parties may mutually agree. The determination shall be made by means of a calorimeter, or chromatograph, by calculation from the component analysis using NGPA Publication 2145, as it may be revised, entitled "Physical Constants of Paraffin Hydrocarbons or Other Compounds of Natural Gas."
The Gross. Up Payments provided for in Paragraph (a) hereof shall be made upon the imposition upon Amin or payment by Amin of any Excise Tax.
The Gross. Up Payments provided for in Section (a) hereof shall be made upon the imposition upon Xx. Xxxxxxxx or payment by Xx. Xxxxxxxx of any Excise Tax.
The Gross. Up Payments provided for in Paragraph 5.2.1 hereof shall be made upon the earlier of (i) the payment to the Executive of any Payment or (ii) the imposition upon the Executive or payment by the Executive of any Excise Tax.
The Gross. Asset Values of all assets of the Partnership shall be adjusted to equal their respective gross fair-market values, as agreed to by the Partners as of the following times: (1) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (2) the distribution by the Partnership to a Partner of more than a de minimis amount of property of the Partnership as consideration for an interest in the Partnership; and (3) the liquidation of the Partnership within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that the adjustments pursuant to clauses (1) and (2) above shall be made only if the Partners agree that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership;
The Gross. Asset Value of any item of Company assets distributed to any Member shall be adjusted to equal,the gross Fair Market Value of such asset on the date of distribution;
The Gross. UP Lessee further agrees that, with respect to any payment or indemnity hereunder, such payment or indemnity shall include any amount necessary to hold the recipient of the indemnity harmless on an after-tax basis from all taxes required to be paid by such recipient with respect to such payment or indemnity under the laws of any Federal, state or local government or taxing authority in the United States, or under the laws of any taxing authority or governmental subdivision of a foreign country; provided that, if any recipient of a payment or indemnity realizes a tax benefit by reason of such payment or indemnity (whether such tax benefit shall be by means of a depreciation deduction or otherwise), such recipient shall pay Lessee an amount equal to the sum of such tax benefit plus any tax benefit realized as the result of any payment made pursuant to this proviso, when, as, if and to the extent realized (such payments not to exceed in the aggregate the amount of the related indemnity paid by Lessee) but not before Lessee shall have made all payments or indemnities to such recipient with respect to such loss pursuant to the provisions of this Section 17; provided further, however, that if any Indemnitee loses such benefit subsequent to any payment to Lessee with respect thereto, Lessee shall indemnify such Indemnitee with respect to such loss pursuant to the provisions of Section 16 (but without regard to Section 16.1(b) thereof). Each such recipient shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities to seek and claim any such tax benefit.
The Gross. Up Payments provided for in paragraph (a) above shall be made upon the earlier of (i) a certification to the Company by Price Waterhouse or other tax advisor to Employee that the Employee is liable for Excise Tax with respect to any Payment or (ii) the assessment upon the Employee or payment by the Employee of any Excise Tax with respect to any Payment.
