Tax Indemnification Payment definition

Tax Indemnification Payment means such amount as, after consideration of (i) all taxes required to be paid by Lessor in respect of the receipt thereof under the laws of any governmental or taxing authority in the United States, and (ii) the amount of any interest or penalty which may be payable by Lessor in connection with the Loss, shall be required to cause Lessor’s after-tax net return (the “Net Return”) to be equal to, but no greater than, the Net Return computed consistently with current tax laws (and with the assumption that Lessor is taxed at the highest marginal Federal and state tax rates) as of the date of this Lease that would have been available to Lessor had the Loss not occurred.

Tax Indemnification Payment means such amount as, after consideration of (i) all taxes required to be paid by Lessor in respect of the receipt thereof under the laws of any governmental or taxing authority in the United States, and (ii) the amount of any interest or penalty which may be payable by Lessor in connection with the Loss, shall be required to cause Lessor’s after-tax net return, calculated using the same assumptions used by Lessor to calculate the rent specified for the affected Equipment on the date of the Equipment Schedule in which such Equipment are listed except to the extent that the Loss changes (or any prior Loss changed) any of those assumptions (the “Net Return”) to be equal to, but no greater than, the Net Return computed consistently with current tax laws (and with the assumption that Lessor is taxed at the highest marginal Federal and state tax rates) as of the date of this Lease that would have been available to Lessor had the Loss not occurred.

Tax Indemnification Payment means such amount as, after consideration of (i) all taxes required to be paid by Us in respect of the receipt thereof under the laws of any governmental or taxing authority in the United States, and (ii) the amount of any interest or penalty (due solely to Your acts or omissions) which may be payable by Us in connection with the Loss, shall be required to cause Our after-tax net return (the “Net Return”) to be equal to, but no greater than, the Net Return computed consistently with current tax laws (and with the assumption that We are taxed at the highest marginal Federal and state tax rates) as of the date of the lease that would have been available to Us had the Loss not occurred. If we obtain any refund, rebate or other payment on account of any taxes paid by You pursuant hereto. We shall, to the extent we can identify such rebate, refund or payment as attributable to Your Equipment, promptly pay such amount to You. The indemnities provided for under this Section 15 shall continue even after the term of this lease has expired.

Examples of Tax Indemnification Payment in a sentence

• The Final Tax Indemnification Payment (including the additional bonus payment due or paid to Xxxxx Xxxxxxxxx because of the 338(h)(10) Election) for each Seller shall be paid by wire transfer of immediately available funds to the Sellers’ Representative on behalf of each Seller (or, if applicable, to the Escrow Agent) on or before the Tax Indemnification Payment Date.

• Lessee shall pay to Lessor the Tax Indemnification Payment within thirty (30) days following Lessor’s notice to Lessee of the occurrence of a Loss.

• By way of further clarification, it is the intention of all the parties that the Tax Indemnification Payment that will be paid by the Purchaser to each of the Sellers will be an amount sufficient so that each Seller will receive the same after-tax proceeds from the sale of its Shares, after payment of all such additional Taxes (including penalties, interest, and reasonable legal and accounting fees), that it would have received had the Section 338(h)(10) Election not been made.

• If the Purchaser has elected to make the Section 338(h)(10) Election, and makes the Tax Indemnification Payment to each of the Sellers, the Sellers and the Purchaser shall, for Tax purposes, report the sale of the Shares pursuant to this Agreement in a manner which is consistent with the Section 338(h)(10) Election and shall take no position contrary thereto or inconsistent therewith in any Tax return or in any discussion with or proceeding before any taxing authority, or otherwise.

• The Tax Escrow Agent shall agree to hold the Purchaser’s Amount for the Purchaser and such Seller until the Purchaser and such Seller resolve their differences with respect to the amount of the disputed Tax Indemnification Payment in accordance with the procedures described in Section 2.3.4 (with respect to the calculation of the Closing Net Working Capital).

More Definitions of Tax Indemnification Payment

Tax Indemnification Payment shall have the meaning as set forth in Section 11.2(b).

Tax Indemnification Payment means such amount as, after consideration of (i) all taxes required to be paid by Landlord in respect of the receipt thereof under the laws of any governmental or taxing authority in the United States, and (ii) the amount of any interest of penalties which may be payable by Landlord in connection with the Loss or contesting the Loss pursuant to Paragraph 38.2 hereof, shall be required to cause Landlord's after-tax net return (the "Net Return") to be equal to, but no greater than, the Net Return contemplated consistently with current tax laws as of the date of this Lease. Landlord promptly shall notify Tenant in writing of such Loss and Tenant shall pay to Landlord the Tax Indemnification Payment within thirty (30) days of such notice unless such loss is contested pursuant to Paragraph 38.2 hereof. For these purposes, a Loss shall occur upon the earliest of (i) the happening of any event (such as disposition or change in use of the Premises, which will cause such Loss; (ii) the payment by Landlord to the Internal Revenue Service or State taxing authority of the tax increase resulting from such Loss; (iii) the date on which the Loss is realized by Landlord; or (iv) the adjustment of the tax return of Landlord to reflect such Loss. The tax indemnification provided in this Section 38 is for the benefit of the Trustee, the Partnership, Xxxx Financial Services, Inc. ("OFC") and MNLC. As used in this Section 38, the term "Landlord" shall mean and include the Trustee, the Partnership, OFS and MNLC, and the consolidated Federal taxpayer group of which each is a member (as applicable).

Tax Indemnification Payment means such amount as, after consideration of (i) all taxes required to be paid by Lessor in respect of the receipt thereof under the laws of any governmental or taxing authority in the United States, and (ii) the amount of any interest or penalty which may be payable by Lessor in connection with the Loss, shall be required to cause Lessor's after-tax net return (the "Net Return") to be equal to, but no greater than, the Net Return computed consistently with current tax laws (and with the assumption that Lessor is taxed at the highest marginal Federal and state tax rates) as of the date of this Schedule that would have been available to Lessor had the Loss not occurred.

Tax Indemnification Payment means such amount as, after consideration of (i) all taxes required to be paid by such Lessor in respect of the receipt thereof under the laws of any governmental or taxing authority in the United States, and (ii) the amount of any interest or penalty payable by such Lessor in connection with the Loss for the relevant Equipment, shall be required to cause such Lessor’s after-tax net return (the “Net Return”) to be equal to, but no greater than, the Net Return computed consistently with current tax laws (and with the assumption that such Lessor is taxed at the highest marginal Federal and state tax rates) as of the date of such Lease that would have been available to such Lessor had the Loss not occurred.

Tax Indemnification Payment is defined in Section 2.3(b).

Tax Indemnification Payment the term defined in Section 6.7.

Tax Indemnification Payment means the tax adjustment (taking into account applicable interest, penalties, additions, and taxes) discounted at a rate necessary to maintain Lessor's Net Return following a Tax Loss throughout the Lease Term.