Income Tax Liability. Within ten Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) which equal or exceed $1,000,000 in the aggregate, telephonic or telecopied notice (confirmed in writing within five Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof.
Income Tax Liability. Within ten Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the Internal Revenue Service or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of any Affiliated group (within the meaning of Section 1504(a)(l) of the Internal Revenue Code of 1986 (as amended from time to time)) which equal or exceed $1,000,000 in the aggregate, telephonic, telex or telecopy notice (confirmed in writing within five Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof;
Income Tax Liability. The Seller will furnish telephonic or facsimile notice to the Purchaser, the Administrative Agent and each Lender Agent within 10 Business Days (confirmed in writing within five (5) Business Days thereafter) of the receipt of revenue agent reports or other written proposals, determinations or assessments of the Internal Revenue Service or any other taxing authority which propose, determine or otherwise set forth positive adjustments (i) to the Tax liability of the Seller or any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) of which the Seller is a member in an amount equal to or greater than $1,000,000 in the aggregate, or (ii) to the Tax liability of the Purchaser in an amount equal to or greater than $500,000 in the aggregate. Any such notice shall specify the nature of the items giving rise to such adjustments and the amounts thereof.
Income Tax Liability. Within ten (10) Business Days after a request therefor by the Administrative Agent, revenue agent reports or other written proposals, determinations or assessments of the IRS or any other Governmental Authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of (including any positive adjustments to amounts assessed under Section 6221(a) of the Code or any analogous provision of state or local tax law), or assess or propose the collection of Taxes required to have been withheld by, the Borrower which equal or exceed $1,000,000 in the aggregate, telephonic or facsimile notice (confirmed in writing within five (5) Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof.
Income Tax Liability. Telephonic or facsimile notice within 10 Business Days (confirmed in writing within five Business Days thereafter) of the receipt of revenue agent reports or other written proposals, determinations or assessments of the Internal Revenue Service or any other taxing authority which propose, determine or otherwise set forth positive adjustments (i) to the Tax liability of the Seller or any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) of which the Seller is a member in an amount equal to or greater than $25,000,000 in the aggregate, or (ii) to the Tax liability of the Borrower in an amount equal to or greater than $1,000,000 in the aggregate. Any such notice shall specify the nature of the items giving rise to such adjustments and the amounts thereof;
Income Tax Liability. If not otherwise adequately stated above, it is understood and agreed that Buyer shall not assume, and Seller shall remain responsible for, Seller's federal income and/or similar state tax liability and any other taxes of any nature that are attributable to Seller's ownership, use or control of the Assets prior to Closing. It is likewise understood and agreed that Seller shall not assume, and Buyer shall be responsible for, Buyer's federal income and/or similar state tax liability and any other taxes of any nature that are attributable to Buyer's ownership, use or control of the Assets after the Closing.
Income Tax Liability. Grantee shall also reimburse Grantor for any income tax liability incurred by Grantor as a result of its acquisition of NUNet. Grantee will supply Grantor on request and no more frequently than quarterly with the costs and other details of any additions to NUNet such that each separate Grantor operating company can calculate its individual income tax liability. Grantor shall take reasonable efforts suggested by Grantee to minimize the amount of said income tax liability on its return(s), in accordance with applicable laws and regulations. The parties agree that Grantor's tax liability to be reimbursed hereunder and under the 2002 Phase 2 Agreement through June 25, 2002 is in the amount of $1,425,439. This amount shall be deemed to be billed in full on July 1, 2004 and be due and payable by Grantee no later than December 31, 2004. Grantor shall, from time to time, calculate any additional income tax liability for NUNet acquired after June 25, 2002 and invoice Grantee. Grantee shall pay such amount within sixty (60) days of receiving such invoice. Grantee shall hold harmless, indemnify and defend Grantor in the event Grantor's tax position with respect to NUNet is challenged by the IRS. In lieu of cash, Grantee shall provide said reimbursement in the form of additional fiber segments, engineering services, or other telecommunication services that Grantor may request from Grantee from time to time and which Grantee agrees to provide, which segments and/or services shall have a value (grossed up to take account of the time value of money and the timing of any actual tax payments) equivalent to Grantor's tax liability described in this paragraph. In a given year, Grantee shall only be obligated to provide reimbursement valued up to an amount equal to the tax liability incurred by Grantor for the prior tax year, plus any unused reimbursement amounts from earlier years.
Income Tax Liability. Telephonic or facsimile notice within 10 Business Days (confirmed in writing within five Business Days thereafter) of the receipt of revenue agent reports or other written proposals, determinations or assessments of the Internal Revenue Service or any other taxing authority which propose, determine or otherwise set forth positive adjustments (i) to the Tax liability of Ares or any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) of which Ares is a member in an amount equal to or greater than $75,000,000 in the aggregate, or (ii) to the Tax liability of the Purchaser in an amount equal to or greater than $1,000,000 in the aggregate. Any such notice shall specify the nature of the items giving rise to such adjustments and the amounts thereof;
Income Tax Liability. Each Member shall be solely responsible for all taxes as may be applicable to any funds paid or credited to such Member or income deemed taxable to such Member under this Agreement and no Member shall be liable to any extent in connection with such taxes payable by any other Member.
Income Tax Liability. Within ten (10) Business Days after the receipt by a Responsible Officer of revenue agent reports or other written proposals, determinations or assessments of the Internal Revenue Service or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of any “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) of which the Seller is a member which equal or exceed $100,000 in the aggregate, telephonic or facsimile notice (confirmed in writing within five (5) Business Days thereafter) specifying the nature of the items giving rise to such adjustments and the amounts thereof;
