Treatment of Earnings Sample Clauses

Treatment of Earnings. The Interested Parties agree that Seller will be treated for federal, state and local income and other tax purposes as owning the Claim Shares and the Remaining Shares, and agree that all earnings, if any, with respect thereto will be reported by the Escrow Agent as earnings of Seller whether or not distributed. On or promptly after the date hereof, the Seller shall provide the Escrow Agent with a completed IRS Form W-9 certifying thereon the Seller’s taxpayer identification number. The Seller acknowledges that withholding of a portion of the earnings on the Claim Shares and the Remaining Shares may be required for federal, state or local income tax purposes in the event the Seller fails to certify its taxpayer identification number to the Escrow Agent.
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Treatment of Earnings. Each month, from any earnings in the Investment Account the “Earnings”), DST will retain for itself percent ( %) of the gross Earnings and credit as directed by Client the remaining portion of the Earnings against amounts due to DST from the Client for the services DST or the Depository Institution or both provide to the Client during the month. In any month in which the amount of the remaining portion of the Earnings exceeds the amounts due to DST or EXHIBIT B.5, p.2 the Depository Institution or both, the excess portion will be segregated and remain available to be applied against future amounts due to DST or the Depository Institution or both or will be paid to the Client or at its direction.
Sample 1
Treatment of Earnings. Interest or earnings actually earned on the funds in the Escrow Account shall be credited to a separate interest sub-account. As set forth in the foregoing Sections, such interest or earnings shall be disbursed pro rata along with principal amounts of the Escrow Account, so that parties receiving distributions of any portion of the principal amount shall also receive interest or earnings actually earned on that portion of the principal amount (subject in each instance to the right of the Escrow Agent to deduct any unpaid fees or expenses which it may be entitled to deduct from such earnings pursuant to the terms of this Agreement). The pro rata amounts of interest or earnings distributed with respect to any principal amount disbursed shall be determined by multiplying the amount contained in the interest sub-account on the disbursement date by a fraction, the numerator of which is the principal amount to be disbursed and the denominator is the total principal amount in the Escrow Account on the disbursement date.
Sample 1
Treatment of Earnings. All income earned on the Escrow Property, --------------------- after payment of expenses incurred or taxes incurred in connection therewith, shall be deemed to be a part of the Escrow Property for any and all purposes hereunder.
Sample 1
Treatment of Earnings. All income earned on the Escrow Cash, after payment of expenses incurred or taxes incurred or withheld in connection therewith (the “Investment Proceeds”), shall be paid to the Shareholder on a quarterly basis. The Investment Proceeds shall be allocated for income tax purposes to the Shareholder. The Escrow Agent shall provide the Shareholder with a quarterly accounting of earnings and an annual statement.
Sample 1
Treatment of Earnings. All income earned on the Escrow Property, --------------------- after payment of expenses incurred or taxes incurred in connection therewith (the "INVESTMENT PROCEEDS"), shall be deemed to be a part of the Escrow Property for any and all purposes hereunder. The Investment Proceeds shall be allocated for income tax purposes to the parties hereto on the basis of actual distribution of the Escrow Property. Subject to the reasonable discretion of the Escrow Agent, the Escrow Agent shall provide the Stockholders' Representative with a quarterly accounting of earnings and an annual statement in accordance with the respective interests of the Stockholders and/or the Major Shareholders.
Sample 1
Treatment of Earnings. The Interested Parties agree that the Stockholders will be treated for federal, state and local income and other tax purposes as owning the Escrow Fund (including any distributions in respect thereof) in accordance with their respective Pro Rata Share thereof, and agree that all earnings, if any, with respect thereto will be reported by the Escrow Agent as earnings of the Stockholders according to such respective interests whether or not distributed. On or promptly after the date hereof, the Stockholders shall, on behalf of the Stockholders, provide the Escrow Agent with a completed IRS Form W-9 for each Stockholder certifying thereon such Stockholder’s taxpayer identification or social security number. The Stockholders acknowledges that withholding of a portion of the earnings on the Escrow Fund may be required for federal, state or local income tax purposes in the event any Stockholder fails to certify such party’s taxpayer identification number or social security number to the Escrow Agent.
Sample 1
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Treatment of Earnings. Each month, from any earnings in the Investment Account (the “Earnings”), DST will retain for itself percent ( %) of the gross Earnings and credit as directed by Client the remaining portion of the Earnings against amounts due to DST from the Client for the services DST or the Depository CURRENT STANDARD GENERIC TA Agr 04/22/2014 EXHIBIT B.5, p.2 Institution or both provide to the Client during the month. In any month in which the amount of the remaining portion of the Earnings exceeds the amounts due to DST or the Depository Institution or both, the excess portion will be segregated and remain available to be applied against future amounts due to DST or the Depository Institution or both or will be paid to the Client or at its direction.
Sample 1

Related to Treatment of Earnings

  • Payment of Earnings The Borrower undertakes with each Creditor Party to ensure that throughout the Security Period (subject only to provisions of the relevant General Assignment), all the Earnings of each Ship are paid to the Earnings Account for that Ship.

  • Sharing of Earnings The Borrower shall procure that no Owner shall:

  • STATEMENT OF EARNINGS AND PROFITS As promptly as practicable, but in any case within sixty days after the Closing Date, the Acquired Fund shall furnish the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes that will be carried over by the Acquiring Fund as a result of Section 381 of the Code, and which will be certified by the Trust’s Treasurer.

  • Application of Earnings Each Borrower undertakes with the Lenders that money from time to time credited to, or for the time being standing to the credit of, its Earnings Account shall, unless and until an Event of Default shall have occurred (whereupon the provisions of Clause 17.1 shall be and become applicable), be available for application in the following manner:

  • Apportionment of Earnings and Profits and Tax Attributes (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Parent Group and the members of the SpinCo Group in accordance with the Code, Treasury regulations and any other Applicable Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the legal entity that created such Tax Attributes.

  • Treatment of Equity Awards Upon a Change of Control, all equity awards with time-based vesting shall immediately fully vest and become non-forfeitable and each equity award which has been granted (or any other equity award which would otherwise have been granted to the Executive during the applicable performance period/calendar year in the ordinary course) with performance vesting shall vest at an amount based upon and to the extent of the Employers’ achievement of performance goals during the performance period under each such equity award through the end of the calendar month immediately preceding the Change in Control.

  • Treatment of Payments Tax Gross Up 29 Section 12.01 Treatment of Tax Indemnity and Tax Benefit Payments 29 Section 12.02 Tax Gross Up 29 Section 12.03 Interest Under This Agreement 30 Section 13. Disagreements 30 Section 14. Late Payments 31 Section 15. Expenses 31 Section 16. General Provisions 31 Section 16.01 Addresses and Notices 31 Section 16.02 Counterparts; Entire Agreement; Corporate Power 32 Section 16.03 Waiver 32 Section 16.04 Severability 32 Section 16.05 Assignability 33 Section 16.06 Further Action 33 Section 16.07 Integration 33 Section 16.08 Headings 33 Section 16.09 Governing Law 33 Section 16.10 Amendment 33 Section 16.11 Xxxx Subsidiaries 34 Section 16.12 Successors 34 Section 16.13 Specific Performance 34 TAX MATTERS AGREEMENT This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of August [●], 2018, by and between NETGEAR, Inc., a Delaware corporation (“Parent”), and Xxxx Technologies, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Xxxx”) (collectively, the “Companies” and each a “Company”).

  • Treatment of Tax Indemnity and Tax Benefit Payments In the absence of any change in Tax treatment under the Code or other applicable Tax Law,

  • Treatment of Each Installment as a Separate Payment For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

  • Availability of Earnings Statements The Company shall make generally available to holders of its securities as soon as may be practicable but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the most recent effective date occurs in accordance with Rule 158 of the Rules and Regulations, an earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months ended commencing after the effective date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations).

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