Certain Deductions Sample Clauses

Certain Deductions. (a) (i) In the event a Citigroup Compensation Item is included in a Tax Return of Legg Mason or its Affiliates, Citigroup shall provide Legg Mason on a timely basis with such information, documentation and assistance as is necessary or otherwise reasonably requested by Legg Mason in order to compute the Citigroup Compensation Item, and to satisfy any and all reporting, withholding and payroll Tax obligations under the Code and applicable state, local or foreign Requirements of Law. Citigroup shall indemnify and hold the Legg Mason Indemnitees harmless against (A) the employer’s portion of any payroll or similar Taxes relating to the Citigroup Compensation Items that are actually imposed and paid; (B) Taxes imposed as a result of the failure of Citigroup to provide information as required by this Section 8.13(a)(i); and (C) all reasonable out-of-pocket costs incurred in claiming deductions in respect of any Citigroup Compensation Item and in processing or administering the information related to any Citigroup Compensation Item.

Certain Deductions. Except as otherwise required by applicable Law or a Final Determination, (x) RemainCo and RemainCo LLC shall be entitled to any Tax deduction associated with any liabilities for which RemainCo and RemainCo LLC are responsible pursuant to Section 2.3(b)(iii) of the Separation and Distribution Agreement and (y) SpinCo and the OP (and not RemainCo and RemainCo LLC) shall be entitled to any Tax deduction associated with any liabilities for which SpinCo and SpinCo LP are responsible pursuant to Sections 2.3(a)(vi), 2.3(a)(vii) and 2.3(a)(viii) of the Separation and Distribution Agreement.

Certain Deductions. To the extent that, in the Company’s reasonable judgment, the total deductions of the Company Group resulting from the vesting of Company Restricted Shares and Company Restricted Stock Units in connection with the Merger is lower than $12.19 million, then promptly following receiving written notice of such determination from the Company, SpinCo shall pay to the Company an amount equal to (x) the shortfall between such total deductions available to the Company Group under such determination and $12.19 million multiplied by (y) 40%. If SpinCo disagrees with the Company’s determination under this Section 10.4(d), the parties shall work together in good faith to resolve such dispute. If the parties are unable to resolve such dispute within 30 days after the receipt of the Company’s determination, the dispute shall be resolved by the Accounting Firm. The determination of the Accounting Firm, shall be binding on Buyer, the Company, SpinCo and their Affiliates. The costs, fees and expenses of the Accounting Firm will be borne half by the Company and half by SpinCo.

Certain Deductions. S and S has not taken or claimed any deductions or credits on its U.S. federal Tax Returns that are disallowed under Section 280E of the Code.

Certain Deductions. The parties agree that the federal income Tax deduction associated with the repurchase of the Options will be deductible by the Company, no party shall take any inconsistent Tax position in connection with the foregoing.

Certain Deductions. (a) All deductions and other expenses (including any Transaction Tax Deductions) of a Company resulting from the payment or accrual of an amount in a Pre-Closing Tax Period shall be treated as occurring or allocable to the day of or prior to the Closing Date for U.S. federal income tax purposes shall be reported consistently with such treatment, and Buyer or any Affiliate thereof shall not nor shall it cause any of its Affiliates to treat such deductions (or a portion thereof) as occurring after the Closing Date under Treasury Regulation Section 1.1502-76(b) (or any similar provision of state, local or non-U.S. Applicable Laws). (b) If Transaction Tax Deductions of, but only of, any of APH, APS, AAI, KAI or CTA arise in a Straddle Period, any reduction in Taxes of such Company in such Straddle Period shall be for the benefit of Sellers, determined as follows: (i) the income of such Company for the Pre-Closing Tax Period portion of the Straddle Period shall be determined but the Transaction Tax Deductions shall be treated as the last deductions so applied in such Pre-Closing Tax Period; (ii) if such Transaction Tax Deductions are not fully absorbed in the Pre-Closing Tax Period portion of the Straddle Period pursuant to clause (i) of this Section 6.7.11(b), the amount not so absorbed shall be applied against the income of such Company for the Post-Closing Tax Period portion of the Straddle Period. To the extent that the Transaction Tax Deductions so applied to such Post-Closing Tax Period reduce the Taxes of such Company with respect to such period (determined by treating the Transaction Tax Deductions as the last deductions taken after deducting all other deductible items attributable to such period), such reduction shall be for the account of Sellers and paid in accordance with the provisions of Section 6.7.9; (iii) if there is a loss in the Straddle Period that is attributable to such Transaction Tax Deductions (determined by treating the Transaction Tax Deductions as the last deductions taken) and such loss may, under Applicable Law, be carried back to prior Pre-Closing Tax Periods, of such Company, any refund obtained on such carry backs attributable to the Transaction Tax Deductions or other loss attributable to the Pre-Closing Tax Period portion of the Straddle Period (determined by treating the Transaction Tax Deductions and other losses attributable to the Pre-Closing Tax Period portion of the Straddle Period as being utilized first, followed by th...

Certain Deductions. Any deduction for payments to employees made by CH and its subsidiaries concurrently with or immediately prior to Closing shall be specifically allocated to Sellers on any Closing Date Return or any Income Tax Return including a Straddle Period.

Certain Deductions. The parties agree and acknowledge that the Company or New Holdco, as the case may be, shall be entitled to take any deduction for U.S. federal and applicable state and local income tax purposes attributable to (i) any payment to any service provider of the Company or New Holdco that occurs, and is attributable to services performed, at or before the Closing, (ii) any Closing Option Payment made pursuant to Section 2.1(d)(ii)(A), (iii) any Closing Transaction Bonus Unit Payment pursuant to Section 2.1(d)(iv)(A), and (iv) any Closing Phantom Award Payment in respect of any Vested Phantom Share Awards made pursuant to Section 2.1(e)(i)(A), and neither Parent nor the Surviving Company shall take any such deduction in respect of any such payment described in clauses (i) through (iv) of this Section 5.6(f).

Certain Deductions. References to “▇▇▇▇ ▇▇▇▇▇ Indemnities”, “Citigroup Indemnities” and “Citigroup’s Hypothetical Liability” in Section 8.13(a)(i), Section 8.13(b)(i) and Section 8.13(b)(iv) of the Original Agreement shall be deemed references to “▇▇▇▇ ▇▇▇▇▇ Tax Indemnities”, “Citigroup Tax Indemnities” and “Citigroup Hypothetical Tax Liability”, respectively.