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 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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.
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.
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.
If the Purchaser disagrees with a Seller’s calculation of the Tax Indemnification Payment, then the Purchaser shall pay (1) to such Seller the amount of the Tax Indemnification Payment as calculated by the Purchaser for such Seller (the “Purchaser’s Amount”) and (2) to the Tax Escrow Agent an amount equal to (i) the amount of the Tax Indemnification Payment which the Purchaser disagrees with (and as calculated by such Seller) less (ii) the Purchaser’s Amount.
More Definitions of Tax Indemnification Payment
Tax Indemnification Payment shall have the meaning ascribed to it in Section 8.3.1
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 or 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, Olin ▇▇▇ancial Services, Inc. ("OFS") and MNLC. As used in this Section 38, the
Tax Indemnification Payment is defined in Section 2.3(b).
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.
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 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, for each Seller, the amount that the Purchaser shall be required to pay to such Seller equal to the aggregate amount reasonably required to reimburse such Seller on a net, after-tax basis for any cost, loss, liability or expense (including any increase in liability for Taxes, penalties, and interest and any reasonable legal and accounting fees) reasonably incurred in connection with: (1) the aforesaid Section 338(h)(10) Election, and (2) the receipt not later than April 11, 2008 by such Seller from the Purchaser of the Tax Indemnification Payment. If the Purchaser makes a Tax Indemnification Payment to a Seller (or, as provided by the following paragraph), to the Tax Escrow Agent on or prior to April 11, 2008, such Seller will take, and will cooperate with the Purchaser and with each other Seller to take, all actions necessary and appropriate (including filing such forms, returns, elections, schedules and other documents as may be required) to effect and preserve a timely Section 338(h)(10) Election in accordance with the Code and the regulations thereunder, or any successor provisions. 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. Promptly after deciding to make a Section 338(h)(10) Election, the Purchaser shall notify the Sellers in writing of such decision so that each Seller has sufficient time to calculate the Tax Indemnification Payment to be made by the Purchaser to such Seller but in no event later than the date specified in the Tax Timetable. As soon as practicable following the receipt by such Seller of the irrevocable written notice from the Purchaser of its decision to make the 338(h)(10) Election, but in any event not later than the date specified in the Tax Timetable for the same, each Seller shall deliver a written statement containing the amount of the Tax Indemnification Payment which is claimed to be due to such Seller and the manner in which the amount of such Tax Indemnification Payment has been calculated to the Purchaser. If the Purchaser disagrees with a Seller’s calculation of the Tax Indemni...