Examples of Tax Assumptions in a sentence
The amount of any Tax Savings with respect to a Tax or Inclusion Event indemnified hereunder shall be computed on the basis of the tax benefits actually realized by such Tax Indemnitee, the rates assumed in Section 2.1 hereof and the other Tax Assumptions.
All payments and calculations made under this Section 4.2 shall be made taking into account the Tax Assumptions.
The amount of any indemnity payable by a Tax Indemnifying Party to a Tax Indemnitee pursuant to Article 3 hereof and any Gross-Up shall be calculated on the basis of the tax detriments and benefits incurred or to be incurred (for the purposes of Section 3.2 hereof as a result the same event giving rise to the Inclusion Event) by such Tax Indemnitee and such amounts shall be computed in accordance with the rates assumed in Section 2.1 hereof and the other Tax Assumptions.
At the Company’s expense, the Managing Member shall cause the Company to retain the Accounting Firm to prepare all such Tax Returns in a manner consistent with this Agreement, including the Fixed Tax Assumptions and the Base Case Model.
The Internal Rate of Return the Class B Member actually achieved will be calculated using the Fixed Tax Assumptions (unless they are incorrect as a result of breach of a representation or covenant by the Class A Member) and the calculation assumptions and conventions in Section 7.11(c).