Ameriprise Tax Liability Sample Clauses

Ameriprise Tax Liability. Notwithstanding any other provision in this Agreement, if, for any Affiliation Year, the AXP Group is liable for alternative minimum Tax for U.S. federal income Tax purposes (or any similar U.S. federal Tax) ("AMT") and the Ameriprise Group would be liable for AMT if it filed a Tax Return as a separate consolidated group ("Ameriprise Separate AMT"), Ameriprise shall pay to AXP an amount (the "Ameriprise AMT Liability") determined by AXP equal to the product of the AMT liability for the AXP Group (the "AXP AMT Liability") and a fraction (the "Fraction") (x) the numerator of which is the sum of the Tax preference items and adjustments of the Ameriprise Group relevant for purposes of the computation of AMT (the "TPIs") for such Affiliation Year and (y) the denominator of which is the sum of the TPIs of all members of the AXP Group for such Affiliation Year. The Ameriprise AMT Liability for such Affiliation Year shall not exceed the amount of the Ameriprise Separate AMT for such Affiliation Year.
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Ameriprise Tax Liability. Ameriprise shall be responsible for, and shall indemnify and hold harmless AXP and AXP Affiliates against, any and all U.S. federal, state and local and non-U.S. Taxes that are required to be reported on any separate Tax Return that does not include AXP or any AXP Affiliate.

Related to Ameriprise Tax Liability

  • Tax Liability The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the creation or redemption of any Basket made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Trustee, the Sponsor or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Tax Liabilities The Investor understands that it is liable for its own tax liabilities.

  • Income Tax Returns Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Income Tax Allocations (a) Except as provided in this Section 4.3, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for Capital Account purposes under Section 4.1 and Section 4.2.

  • Excise Tax Limitation Notwithstanding any provision of this Agreement to the contrary, if any benefit payment hereunder would be treated as an “excess parachute payment” under Code Section 280G, the Employer shall reduce such benefit payment to the extent necessary to avoid treating such benefit payment as an excess parachute payment. The Executive shall be entitled to only the reduced benefit and shall forfeit any amount over and above the reduced amount.

  • Income Tax Matters (i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

  • Allocation of Tax Liabilities The provisions of this Section 2 are intended to determine each Company's liability for Taxes with respect to Pre-Distribution Periods. Once the liability has been determined under this Section 2, Section 5 determines the time when payment of the liability is to be made, and whether the payment is to be made to the Tax Authority directly or to another Company.

  • Determination of Excise Tax Liability Unless the Company and the Executive otherwise agree in writing, the Company will select a professional services firm (the “Firm”) to make all determinations required under this Section 6, which determinations will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Firm such information and documents as the Firm reasonably may request in order to make determinations under this Section 6. The Company will bear the costs and make all payments for the Firm’s services in connection with any calculations contemplated by this Section 6. The Company will have no liability to the Executive for the determinations of the Firm.

  • Tax Liability and Withholding Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any shares acquired on exercise; and (b) does not commit to structure the Option to reduce or eliminate the Participant’s liability for Tax-Related Items.

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