Adjusted Taxes Sample Clauses

Adjusted Taxes. Adjusted Taxes with respect to any Pre-Distribution Tax Period (A) shall be the responsibility of New D&B to the extent that the audit adjustments giving rise to the Adjusted Taxes relate to any member of the New D&B Group, (B) shall be the responsibility of the Corporation to the extent that the audit adjustments giving rise to the Adjusted Taxes relate to any member of the Moody's Group, and (C) shall be shared equally by the Corporation and New D&B to the extent that the audit adjustments giving rise to the Adjusted Taxes are attributable to neither a member of the New D&B Group nor a member of the Moody's Group. Notwithstanding the foregoing, if the Adjusted Taxes attributable to the New D&B Group or the Moody's Group pursuant to clauses (A) or (B) as the case may be, on the one hand, are a Tax liability and the Adjusted Taxes attributable to the other Party pursuant to such clauses, on the other hand, are a Tax refund, then (x) the Party with respect to which the Adjusted Taxes are a Tax liability shall pay the full amount of any net Adjusted Tax liability to the relevant taxing authority; (y) the Party with respect to which the Adjusted Taxes are a Tax refund shall be entitled to receive the full amount of any net Adjusted Tax refund from the relevant taxing authority; and (z) the Party with respect to which the Adjusted Taxes are a Tax liability shall pay the other Party the amount of such Tax refund (net of any amount received from a taxing authority pursuant to clause (y)). If the preceding sentence would apply but for the fact that the Adjusted Taxes in question are attributed to the Parties pursuant to clause (C) (rather than clause (A) or (B)), then the preceding sentence shall apply but shall be modified to account for the shared liability of the Parties pursuant to clause (C).
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Adjusted Taxes. The Taxes for any Tax Year, plus the expenses of any contests (administrative or otherwise) of tax assessments or proceedings for refunds incurred during such Tax Year, including, without limitation, attorneys' and appraisers' fees. If Landlord is successful in obtaining a refund for any Tax Year(s), the Adjusted Taxes for the Tax Year(s) to which such refund is applicable shall be recalculated to reflect the amount of the refund received by Landlord, and Tenant shall receive a credit, if appropriate, equal to the amount of the difference between the Tax Adjustment which was actually paid by Tenant and the Tax Adjustment which actually is due, taking into account the amount of the refund.
Sample 1

Related to Adjusted Taxes

  • Excluded Taxes Any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or its Commitment pursuant to an Applicable Law in effect on the date on which (i) such Lender acquires such interest in the Loan or its Commitment (other than pursuant to an assignment request by the Borrower under §4.14 as a result of costs sought to be reimbursed pursuant to §4.3 or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to §4.3, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with §4.3(g) and (d) any U.S. federal withholding Taxes imposed under FATCA. Extension Request. See §2.12(a)(i).

  • Straddle Period Taxes In the case of Taxes that are payable with respect to any Tax period beginning on or before and ending after the Closing Date (a “Straddle Period”), the portion of any such Taxes that is attributable to the portion of the period ending on the Closing Date shall be:

  • Payment and Taxes 3.1 The initial Payment Period for a Lease shall begin on the first day of the month following the Commencement Date. Customer will remit each Payment payable hereunder to the bank account specified in the invoice sent by IGF. If any Payment is due on a non-Business Day, then such Payment shall become due and payable on the next Business Day.

  • Deduction or Withholding for Tax (i) Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will:—

  • Other Taxes In addition, to the fullest extent permitted by applicable law, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, any Assignment or any Security Instrument (hereinafter referred to as "Other Taxes").

  • Payments and Taxes Any and all payments made by Borrower under this Agreement or any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law to be withheld or deducted from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, and (d) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreement.

  • Value Added Taxes The Rent and other amounts payable by LESSEE under this Lease are exclusive of any value added tax, turnover tax or similar tax or duty.

  • Applicable Taxes In the event the Corporation determines that it is required to withhold state or federal income taxes, Social Security taxes, or any other applicable taxes as a result of the payment of the Shares, the Corporation will satisfy such withholding requirements by withholding of Shares otherwise payable upon the settlement of the Award, which Shares will have a Fair Market Value (determined as of the date when taxes would otherwise be withheld in cash) not in excess of the legally required minimum amount of tax withholding.

  • New Taxes Any taxes not in effect as of the Effective Date enacted by a Governmental Authority or the Town, to be effective after the Effective Date with respect to All-Requirements Power Supply, or any Governmental Rule enacted and effective after the Effective Date resulting in application of any existing tax for the first time to Participating Consumers.

  • Issue Taxes The Maker shall pay any and all issue and other taxes, excluding federal, state or local income taxes, that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of this Note pursuant thereto; provided, however, that the Maker shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holder in connection with any such conversion.

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