Increased Taxes means the amount by which the Taxes the Shareholders and the Company are required to pay as a result of the Section 338(h)(10) Election exceeds the Taxes the Shareholders and the Company would be required to pay in respect of the Shareholders’ exchange of Company stock for the Merger Consideration in the absence of such Section 338(h)(10) Election, but shall not include any Tax imposed on the Company or its subsidiaries attributable to the making of the Section 338(h)(10) Election which are imposed under Code Section 1374. For purposes of clarification, Parent’s indemnity shall include any additional foreign, state and local income, sales or other tax liability imposed on the Shareholders or the Company (including taxes imposed on the receipt of any Gross Up Payments) other than any tax imposed under Code Section 1374.
Increased Taxes has the meaning set forth in Article 7.7 of this Agreement.
Increased Taxes with respect to any Tax Year shall mean the amount, if any, by which Real Estate Taxes for such Tax Year exceed the amount of Real Estate Taxes for the Base Real Estate Tax Year set forth in the Basic Lease Information. Notwithstanding the foregoing, if any reassessment, reduction or recalculation of any item included in Real Estate Taxes during the Term results in a reduction of Real Estate Taxes, then for purposes of calculating Tenant’s Share of Increased Real Estate Taxes from and after the year in which such adjustment occurs, Real Estate Taxes for the Base Real Estate Year shall be adjusted to reflect such reduction.
Examples of Increased Taxes in a sentence
If the Landlord has elected that the Tenant pay Tenant’s Share of Increased Taxes in installments, in advance, then, at any time during a Tax Year, the Landlord may re-estimate Tenant’s Share of Increased Taxes and thereafter adjust the Tenant’s monthly installments payable during the Tax Year to reflect more accurately Tenant’s Share of Increased Taxes.
No request for extension of date of presentation shall be entertained.
To the extent the Company does not elect to make such Tax payments directly to the taxing authority, the Company shall either make any required payments to the Indemnitee or deliver to the Indemnitee a check made out in the amount of the required payments payable to the applicable taxing authority, in either case within thirty (30) days of receiving notice that the Indemnitee has paid Increased Taxes.
For each Tax Year, the Tenant shall pay to the Landlord, in the manner provided herein, Tenant’s Share of Increased Taxes.
Landlord shall provide Tenant with reasonable explanation of the Landlord’s calculation of Tenant’s Share of Increased Taxes including assumptions for the increase.
More Definitions of Increased Taxes
Increased Taxes means, with respect to each Indemnitee, an amount, determined by the Company in its sole discretion, equal to the excess of (i) the excess of Taxes payable by the Indemnitee in respect of Partnership Items for all Covered Periods over the Taxes in respect of Partnership Items shown as payable on Returns for all such periods as originally filed (or as amended prior to the date hereof) over (ii) the amount of any Tax benefits (including deductions, credits or refunds) estimated by the Company, in its sole discretion, to be available to such Indemnitee in any period as a result of the increase in Taxes described in clause (i) of this definition; provided, however, that, unless otherwise determined by the Company, in its sole discretion, any adjustments arising from (I) the Internal Revenue Service examination of the Returns of the Partnership (including the Returns of its Affiliates) for its 1991, 1992 and 1993 taxable years and any resulting correlative adjustments, whether in the same or other periods (including state and local tax adjustments), (II) an Indemnitee's individual circumstances and (III) correlative adjustments resulting from Returns as originally filed, shall not be taken into account in determining Increased Taxes.
Increased Taxes means, with respect to each Indemnitee, an amount, determined by the Company in its sole discretion, equal to the excess of (i) the excess of Taxes payable by the Indemnitee in respect of Group LLC Items for all Covered Periods over the Taxes in respect of Group LLC Items shown as payable on Returns for all such periods as originally filed (or as amended prior to the date hereof) over (ii) the amount of any Tax benefits (including deductions, credits or refunds) estimated by the Company, in its sole discretion, to be available to such Indemnitee in any period as a result of the increase in Taxes described in clause (i) of this definition; provided, however, that, unless otherwise determined by the Company, in its sole discretion, any adjustments arising from (A) an Indemnitee’s individual circumstances, (B) correlative adjustments resulting from Returns as originally filed and (C) the issuance of any membership interests in Group LLC to an Indemnitee, including without limitation any adjustments arising from any difference or perceived difference between the assumed value of such membership interests at the time of issuance and their fair market value at such time, shall not be taken into account in determining Increased Taxes.
Increased Taxes with respect to any Tax Year shall mean the amount, if any, by which Taxes for such Tax Year exceed the amount of Taxes for the Base Tax Year set forth in the Basic Lease Information.
Increased Taxes means the amount, if any, by which total Taxes paid for any fiscal tax year included within the Term exceed Base Year Taxes. If Landlord obtains an abatement of any such Taxes, a proportionate share of such abatement, less the reasonable fees and costs incurred in obtaining the same, shall be refunded to Tenant. Taxes shall be deemed to be paid over the maximum time permitted under law whether or not Landlord elects to pay same on such basis and only the amount so payable in any fiscal year shall be included in Taxes for such year. If the Term includes only a portion of any fiscal tax year, Tenant's Prorata Share of Increased Taxes for such fiscal tax year shall be prorated according to the fraction calculated by dividing (a) the total number of days in such fiscal tax year included within the Term by (b) 365. Tenant shall be fully responsible for any tax assessment or other charge levied by any governmental authority against any personalty placed upon the Property by Tenant.
Increased Taxes is defined in Section 7.12.
Increased Taxes means the amount by which the Taxes of the Company, the Seller and the Shareholders are required to pay as a result of the sale of the Membership Interests exceeds the Taxes the Shareholders, the Seller and the Company would be required to pay were the Restructuring not to occur and the Shareholders were to sell the stock of the Company to HealthStream for the Purchase Price in the absence of a Section 338(h)(10) election, including reasonable professional fees and costs incurred by the Shareholders in connection with the Restructuring, provided, however, the calculation of Increased Taxes shall be made based on the assumption that the Company is a valid S corporation prior to the Restructuring and that the Restructuring is completed as contemplated herein whether such facts are true or not. For purposes of clarification, HealthStream’s indemnity hereunder shall include any additional Taxes imposed on the Shareholders, the Seller or the Company (including Taxes imposed on the receipt of any Gross Up Payments).
Increased Taxes means, with respect to each Indemnitee, an amount, determined by the Company in its reasonable discretion, equal to the excess of (i) the excess of Taxes payable by the Indemnitee in respect of Holding Items for all Covered Periods over the Taxes in respect of Holding Items shown as payable on Returns for all such periods as originally filed (or as amended prior to the date hereof) over (ii) the amount of any Tax benefits (including deductions, credits or refunds) estimated by the Company, in its sole discretion, to be available to such Indemnitee in any period as a result of the increase in Taxes described in clause (i) of this definition; provided, however, that, unless otherwise determined by the Company, in its sole discretion, any adjustments arising from (A) an Indemnitee's individual circumstances and (B) correlative adjustments resulting from Returns as originally filed shall not be taken into account in determining Increased Taxes.