Taxed Party definition

Taxed Party has the meaning specified in § 13.5 (Termination for New Tax);

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Taxed Party has the meaning specified in § 14.8 (Termination for New Tax); "Terminating Party" has the meaning specified in § 10.3 (Termination for Material Reason); "Termination Amount" has the meaning specified in § 11.1 (Termination Amount);

Taxed Party has the meaning set forth in Section 8.6.

Examples of Taxed Party in a sentence

• If a mutual sharing agreement is not reached and the non-Taxed Party does not elect within the Agreement Period to pay the New Tax for any period of time after the Agreement Period, the Taxed Party may terminate the New Tax Transaction(s) only, at the end of the Agreement Period, by giving at least thirty (30) Days’ written notice thereof to the Non-Taxed Party.

• If such Taxed Party shall determine subsequently that, for any reason, the amount of such credit or benefit has directly or indirectly been reduced, each of the Guarantors covenants and agrees to pay, upon the request of such Taxed Party accompanied by evidence of such reduction, to such Taxed Party an amount equal to the amount of such reduction.

• Upon request from the Borrower, the Taxed Party claiming payment of Indemnified Taxes under the provisions of this Section shall provide the Borrower with such information and documentation as the Borrower may reasonably request.

• After the Taxed Party has provided such notice, Buyer and Seller shall attempt to reach a mutual agreement as to the sharing of the New Tax.

• If the non-Taxed Party agrees to pay the New Tax on a Month to Month basis, then upon thirty Days’ prior written notice to the Taxed Party of its election to cease payment of such New Tax, the Taxed Party shall then be liable for the payment of the New Tax after such notice period and the Parties shall again be subject to this Section 15.3 (b) as if the New Tax had an effective date as of the date the non-Taxed Party ceases payment of such New Tax.

• Upon request from any Guarantor, the Taxed Party claiming payment of Indemnified Taxes under the provisions of this Section 6.2 shall provide the Borrowers with such information and documentation as such Guarantor may reasonably request.

• With respect to any of such Indemnified Taxes, the relevant Borrower shall make any required payment thereof within the time allowed under applicable Law and, within 15 days thereafter, shall furnish to the Administrative Agent and any Taxed Party evidence of such payment together with such certificates, receipts and other documents as may be available to establish any Tax credit to which such Taxed Party may be entitled.

• If such Taxed Party shall determine subsequently that, for any reason, the amount of such credit or benefit has directly or indirectly been reduced, the Borrowers solidarily covenant and agree to pay, upon the request of such Taxed Party accompanied by evidence of such reduction, to such Taxed Party an amount equal to the amount of such reduction.

• All determinations and computations required or permitted by this Section 6.4 shall be made, and all assumptions, methods of allocation and other principles necessary for or related to such determinations and computations shall be made or selected, by such Taxed Party in its sole discretion (exercised in good faith) and shall constitute, in the absence of manifest error, prima facie evidence of the amounts or matters so determined or computed.

• All determinations and computations required or permitted by this Section shall be made, and all assumptions, methods of allocation and other principles necessary for or related to such determinations and computations shall be made or selected, by such Taxed Party in its sole discretion (exercised in good faith) and shall constitute, in the absence of manifest error, prima facie evidence of the amounts or matters so determined or computed.

More Definitions of Taxed Party

Taxed Party has the meaning ascribed to it in Section 18.1;

Taxed Party has the meaning set out in Clause 17.2 (Tax Credits);

Taxed Party shall have the meaning ascribed to it in Section 6.1; and “this Agreement”, “this Guarantee”, “this “Guarantee and Subordination Agreement”, “these presents”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions refer to this guarantee and subordination agreement and include any and every deed or instrument which is supplemental or ancillary hereto or in implementation hereof, the whole as same may be amended, supplemented or restated at any time and from time to time. SCHEDULE C—PAGE 1 GUARANTEE AND SUBORDINATION AGREEMENT AS ADMINISTRATIVE AGENT ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Gentlemen: We refer you to the guarantee and subordination agreement entered into as of , 2012 among, inter alios, National Bank of Canada, as Administrative Agent, CGI Group Inc., as Cdn Borrower and Guarantor, and the other Guarantors set forth in Schedule “A” thereto from time to time (the said agreement, as may be amended, supplemented, restated, replaced or otherwise modified from time to time is hereinafter referred to as the “Guarantee and Subordination Agreement”). Unless otherwise defined herein or unless there be something in the subject or the context inconsistent therewith, all capitalized terms and expressions used herein shall have the same meaning ascribed to them, directly or by reference, from time to time in the Guarantee and Subordination Agreement. Pursuant to the provisions of Section 5.1 of the Guarantee and Subordination Agreement, we hereby notify you of our desire to become a party to the Guarantee and Subordination Agreement as a Guarantor, such accession thereto shall be effective as of and from Note 1. In that regard, you will find attached hereto the documents contemplated in subsection 5.1.2 of the Guarantee and Subordination Agreement. We hereby acknowledge and agree that as of and from Note 1, we shall for all purposes of the Guarantee and Subordination Agreement, be a Guarantor and party to the Guarantee and Subordination Agreement and shall have all the rights and obligations of a Guarantor under the Guarantee and Subordination Agreement and shall be entitled to the benefit of, and be bound by the provisions thereof, to the same extent as if we were an original party thereto. Furthermore, we hereby acknowledge having taken cognizance (y) of the Guarantee and Subordination Agreement and consent and agree to be bound by the terms and conditions thereof to the same extent as if we were an original party thereto, an...

Taxed Party ha s the me an in g spec ifie d in § 13.5 (Termination for New Tax);

Taxed Party has the meaning set forth in Section 8.4(c). [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.