Adjustments to Tax Sample Clauses

Adjustments to Tax. The parties recognize that distributors may resell the products at a price other than the suggested retail price or in a transaction that is not subject to sales, use and RTA taxes. To ensure that the sales, use and RTA taxes initially collected and remitted to the Department by represent, as close as commercially practicably under the circumstances, the amount due on the sale of the products, the sales, use and RTA taxes to be paid by under this Agreement shall be adjusted as follows:
Sample 1
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Adjustments to Tax. (a) QUALCOMM shall be responsible for, and shall indemnify and hold harmless each Leap Group member from and against, all Adjustments to Taxes (including, without limitation, additions to Tax, interest, and penalties) (i) attributable to QUALCOMM Businesses, whether heretofore or hereafter arising or incurred, or (ii) attributable to Leap Businesses for any Pre-Separation Period, except with respect to Adjustments to Tax related to Leap's non-U.S. Subsidiaries or any predecessor or successor thereto. QUALCOMM shall be entitled to any Tax Benefit and shall bear any Tax Detriment resulting from Adjustments to Taxes attributable to QUALCOMM Businesses (except Adjustments resulting from carrybacks of any Leap Group member from a Post-Separation Period as provided in Article 3.03 herein). If an Adjustment to a Tax item for which QUALCOMM is responsible under this Section 3.02 reduces the Tax liability of a Leap Group member, Leap shall pay promptly to QUALCOMM the amount of the Tax Benefit realized by the Leap Group, net of any Tax Detriment, if any, experienced by the Leap Group as a result of the Adjustment If an Adjustment to a Tax item for which QUALCOMM is responsible under this Section 3.02 increases the Tax liability of a Leap Group member, QUALCOMM shall pay promptly to Leap the amount of the Tax Detriment realized by the Leap Group on an After Tax Basis upon receiving written notification from Leap of such amount.
Sample 1
Adjustments to Tax. Except as otherwise provided herein, Executone shall be responsible for, and shall indemnify and hold each Unistar Group member harmless from and against, all adjustments to Taxes attributable to any Executone Group member, whether heretofore or hereafter arising or incurred; provided, however, that Executone shall not indemnify or hold the Unistar Group harmless from any use of or reduction in net operating losses, other losses or credits as a result of any adjustment to any tax items of the Executone Group for any taxable period ending after December 31, 1997. Executone shall be entitled to any Tax Benefit and shall bear any Tax Detriment resulting from such adjustments [(except adjustments resulting from carrybacks of any Unistar Group member from a Post-Separation Period)]. If an adjustment to a tax item attributable to an Executone Group member reduces the Tax liability of a Unistar Group member, Unistar shall pay promptly to Executone the amount of the Tax Benefit realized by the Unistar Group. If an adjustment to a tax item attributable to an Executone Group member for a Pre-Separation Period ending before January 1, 1998 increases the Tax liability of a Unistar Group member, Executone shall pay promptly to Unistar the amount of the Tax Detriment realized by the Unistar Group upon receiving written notification from Unistar of such amount. Unistar shall be responsible for, and shall indemnify and hold harmless each Executone Group member from and against, all adjustments to Taxes
Sample 1
Adjustments to Tax. Ethyl shall be responsible for, and shall indemnify and hold harmless each Tredegar Group member from and against, all adjustments to taxes (including, without limitation, additions to tax, interest, and penalties) attributable to Ethyl Businesses, whether heretofore or hereafter arising or incurred. Ethyl shall be entitled to any Tax Benefit and shall bear any Tax Detriment resulting from such adjustments (except adjustments resulting from carrybacks of any Tredegar Group member from a Post-Distribution Period). If an adjustment to a tax item attributable to Ethyl Businesses reduces the tax liability of a Tredegar Group member, Tredegar shall pay promptly to Ethyl the amount of the Tax Benefit realized by the Tredegar Group. If an adjustment to a tax item attributable to Ethyl Businesses increases the tax liability of a Tredegar Group member, Ethyl shall pay promptly to Tredegar the amount of the Tax Detriment realized by the Tredegar Group upon receiving written notification from Tredegar of such amount. Tredegar shall be responsible for, and shall indemnify and hold harmless each Ethyl Group member from and against, all adjustments to taxes (including, without limitation, additions to tax, interest, and penalties) attributable to Tredegar Businesses, whether heretofore or hereafter arising or incurred. Tredegar shall be entitled to any Tax Benefit and shall bear any Tax Deteriment resulting from such adjustments. If an adjustment to a tax item attributable to Tredegar Businesses reduces the tax liability of an Ethyl Group member, Ethyl shall promptly pay to Tredegar the amount of the Tax Benefit realized by the Ethyl Group. If an adjustment to a tax item attributable to Tredegar Businesses increases the tax liability of an Ethyl Group member, Tredegar shall promptly pay (in the manner provided in Section 3.2 above) the amount of the Tax Detriment incurred by the Ethyl Group upon receiving written notification from Ethyl of such amount.
Sample 1
Adjustments to Tax. The parties recognize that distributors may use or consume product(s) in the distributor’s business or otherwise, sell and deliver products outside the State of Washington, may receive products from another distributor outside the state for sale or use in the State of Washington, may pay bonuses, commissions, prizes and other similar compensation (received from upon which the applicable B&O tax was paid) to a distributor outside the state or a distributor may receive bonuses, commissions, prizes and other similar compensation from a distributor outside the state (which the applicable B&O taxes have not been paid). To ensure that the B&O taxes initially collected and remitted to the Department by represents, as close as commercially practicable under the circumstances, the amount due on the sale of products, bonuses, commissions, prizes and other similar compensation that is earned by its distributors residing in the State of Washington, the B&O taxes paid by under this Agreement shall be adjusted as follows:
Sample 1

Related to Adjustments to Tax

  • Adjustments to Fees Notwithstanding any of the fee limitations set forth in this Article 6, commencing upon the expiration of the first year of this Agreement, and upon the expiration of each year thereafter during the Term, the then-­‐current fees set forth in Section 6.1 and Section 6.3 may be adjusted, at ICANN’s discretion, by a percentage equal to the percentage change, if any, in (i) the Consumer Price Index for All Urban Consumers, U.S. City Average (1982-­‐1984 = 100) published by the United States Department of Labor, Bureau of Labor Statistics, or any successor index (the “CPI”) for the month which is one

  • Adjustments to Option The Option shall be subject to the adjustment provisions of Sections 8 and 9 of the Plan, provided, however, that in the event of the payment of an extraordinary dividend by the Company to its shareholders: the Exercise Price of the Option shall be reduced by the amount of the dividend paid, but only to the extent the Committee determines it to be permitted under applicable tax laws and to not have adverse tax consequences to the Optionee under Section 409A of the Code; and, if such reduction cannot be fully effected due to such tax laws and it will not have adverse tax consequences to the Optionee, then the Company shall pay to the Optionee a cash payment, on a per Share basis, equal to the balance of the amount of the dividend not permitted to be applied to reduce the Exercise Price of the applicable Option as follows: (a) for each Share subject to a vested Option, immediately upon the date of such dividend payment; and (b) for each Share subject to an unvested Option, on the date on which such Option becomes vested and exercisable with respect to such Share.

  • Adjustments to the Purchase Price The Purchase Price shall be adjusted as of the Closing Date by:

  • Adjustments to Shares If at any time while this Agreement is in effect (or Shares granted hereunder shall be or remain unvested while Recipient’s Continuous Service continues and has not yet terminated or ceased for any reason), there shall be any increase or decrease in the number of issued and outstanding Shares of the Company through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of such Shares, then and in that event, the Board or the Committee shall make any adjustments it deems fair and appropriate, in view of such change, in the number of shares of Restricted Stock then subject to this Agreement. If any such adjustment shall result in a fractional Share, such fraction shall be disregarded.

  • Adjustments to Purchase Price The Purchase Price shall be adjusted as follows:

  • Adjustments to the Shares The Warrant Exercise Price and the number of Warrant Shares obtainable upon exercise of this Warrant shall each be subject to adjustment from time to time as provided in this Section 2.

  • Pricing Adjustments a. In the event an adjustment is made to the computation of the net asset value of Fund shares as reported to Insurance Company under paragraph 7, (1) the correction will be handled in a manner consistent with SEC guidelines and the Investment Company Act of 1940, as amended and (2) the Funds or Transfer Agent shall notify Insurance Company as soon as practicable after discovering the need for any such adjustment. Notification may be made in the following manner: Method of Communication

  • Adjustments to Prevent Dilution In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • Adjustments for Tax Purposes Any payments made pursuant to Section 2.04 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

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