Income and Taxes Sample Clauses

Income and Taxes. (a) All net income or net gain from investments of the Escrow Fund (other than income in respect of any payment out of the Escrow Fund to the Acquiror, which shall be paid to the Acquiror) will, for income tax purposes, be for the account of the Stockholder. All such income shall be paid at such times as specified in Section 3 or 4 with respect to payment of amounts in the Escrow Fund, in the same proportion as the aggregate amount of payments from such Escrow Fund to the Stockholder or the Acquiror, as the case may be, bears to the total amount initially deposited in such Escrow Fund by the Acquiror. The Escrow Agent shall provide to the Stockholder and the Acquiror its standard monthly statement concerning the Escrow Fund, which shall include information with respect to any earnings, disbursements and losses during the period covered by the statement. The Escrow Agent shall also provide such additional information to the Stockholder and/or the Acquiror as reasonably requested by such parties from time to time.
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Income and Taxes a. All net income or net gain from investments of the Escrow Funds will, for income tax purposes, be considered as income of the Sellers for income tax purposes, and will be deemed deposited to their accounts in the Escrow Funds from time to time. The Escrow Agent will provide to Buyer and Representative a monthly statement with respect to any earnings, disbursements and losses during the period covered by the statement, and will issue Forms 1099 to the Sellers with respect to income deemed earned by them, to the extent required by the Internal Revenue Code of 1986, as amended. The Escrow Agent will also provide such additional information to Representative and/or Buyer as reasonably requested by either of them from time to time.
Sample 1
Income and Taxes. (a) Any Adjustment Earnings or Indemnity Earnings shall be credited to, and shall become a part of, the Adjustment Amount or the Indemnity Amount, respectively, and shall be invested as provided in Section 2.1 until disbursed in accordance with the terms hereof and the terms of the Merger Agreement. The parties agree that the Company Holders (based on each Company Holder’s applicable percentage set forth on Schedule III attached hereto, the contents of which will be provided and updated by the Shareholder Representative as soon as possible following the date hereof) shall be treated as the owners of the Escrow Funds for income tax purposes, and will report all Adjustment Earnings and Indemnity Earnings earned on, or derived from, the Escrow Funds as the income or gain of the Company Holders in the taxable year in which such income is properly includible (subject to Sections 2.5 and 11.8 of this Agreement).
Sample 1
Income and Taxes. (a) All net income or net gain from investments of the Indemnity Escrow Fund (other than (i) income in respect of the amount of a downwards adjustment of the Purchase Price or (ii) income in respect of the amount of a Claim, each of which shall be paid to the Acquiror) and the Representative Expense Fund will, for income tax purposes, be for the account of the Stockholders, pro rata in accordance with Schedule A hereto. All such income shall be paid at such times as specified in Section 3, 4 or 6 with respect to payment of amounts in the Indemnity Escrow Fund and the Representative Expense Fund (and, with respect to the Indemnity Escrow Fund, in the same proportion as the aggregate amount of payments from such Indemnity Escrow Fund to the Stockholders or the Acquiror, as the case may be, bears to the total amount initially deposited in such Indemnity Escrow Fund by the Acquiror). Any such payments to the Stockholders shall be made to each Stockholder pro rata in accordance with Schedule A hereto. The Escrow Agent shall provide to the Stockholder Representative and the Acquiror its standard monthly statement concerning the Indemnity Escrow Fund and the Representative Expense Fund, which shall include information with respect to any earnings, disbursements and losses during the period covered by the statement. The Escrow Agent shall also provide such additional information to the Stockholder Representative and/or the Acquiror as reasonably requested by such parties from time to time.
Sample 1
Income and Taxes. (a) Any Earnings shall be credited to, and shall become a part of, the Escrow Fund and shall be invested as provided in Section 2.1 until disbursed to Sellers in accordance with the terms hereof. The parties agree that the Sellers (based on each Seller’s applicable percentage as set forth on Annex A attached hereto (such schedule, the “Sellers’ Applicable Percentage Schedule”)) shall be treated as the owners of the Escrow Fund for income tax purposes, and will report all Earnings earned on, or derived from, the Escrow Fund as the income or gain of the Sellers in the taxable year in which such income is properly includible and the Sellers will hold the Purchasers harmless from any taxes attributable thereto, whether or not the Earnings were distributed by the Escrow Agent to the Sellers during any particular year.
Sample 1
Income and Taxes a. The Parties agree that, for Tax reporting purposes, all interest and other income from investment of the Escrow Fund shall be allocable to Indemnified Party pursuant to Section 468B(g) of the Internal Revenue Code of 1986, as amended, and Proposed Treasury Regulations Section 1.468B-8. The Escrow Agent will provide to Indemnified Party and Indemnitor a monthly statement with respect to any earnings, disbursements and losses during the period covered by the statement, and will timely issue Forms 1099 to Indemnified Party with respect to income allocated to Indemnified Party, to the extent required by the Internal Revenue Code of 1986, as amended. The Escrow Agent will also provide such additional information to Indemnitor and/or Indemnified Party as reasonably requested by either of them from time to time, including monthly statements with respect to any earnings, disbursements and losses.
Sample 1

Related to Income and Taxes

  • Rates and Taxes 9.1 The Tenant shall pay all present and future rates, taxes and other impositions payable in respect of the Property, its use and any works carried out there, other than:

  • 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.

  • 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.

  • Costs and Taxes Each Party shall bear its own costs and taxes arising out of the negotiation, preparation and execution of this Agreement.

  • Fees and Taxes 8.1 All fees payable to Oracle are due within thirty (30) days from the invoice date. Once placed, Your order is non-cancelable and the sums paid nonrefundable, except as provided in this Agreement or Your order. You will pay any sales, value-added or other similar taxes imposed by applicable law that Oracle must pay based on the Services You ordered, except for taxes based on Oracle’s income. Also, You will reimburse Oracle for reasonable expenses related to providing any Professional Services. Fees for Services listed in an order are exclusive of taxes and expenses.

  • Expenses and Taxes The Borrowers agree (a) to pay or reimburse the Administrative Agent and the other Agents for all reasonable and out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents (including reasonable expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses), and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel (limited to the reasonable fees, disbursements and other charges of one primary counsel to the Agents and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and special counsel for each relevant specialty, and (b) to pay or reimburse the Administrative Agent, the other Agents and each Lender for all reasonable documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including, without duplication of Indemnified Taxes or Other Taxes paid or indemnified pursuant to Sections 3.01 and 3.04, any proceeding under any Debtor Relief Law or in connection with any workout or restructuring and all documentary taxes associated with the Facilities), including the fees, disbursements and other charges of counsel (limited to the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, the other Agents and the Lenders taken as a whole, and, if necessary, of one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and of special counsel for each relevant specialty and, in the event of any actual or potential conflict of interest, one additional counsel in each relevant jurisdiction for each Lender or group of Lenders or Agents subject to such conflict), in each case without duplication for any amounts paid (or indemnified) under Section 3.01. The foregoing costs and expenses shall include, without duplication of Indemnified Taxes or Other Taxes paid or indemnified pursuant to Sections 3.01 and 3.04, all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by any Agent. All amounts due under this Section 10.04 shall be paid within 30 days after invoiced or demand therefor (with a reasonably detailed invoice with respect thereto) (except for any such costs and expenses incurred prior to the Closing Date, which shall be paid on the Closing Date to the extent invoiced at least 5 Business Days prior to the Closing Date). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent after any applicable grace periods have expired, in its sole discretion and the Borrowers shall, on a joint and several basis, immediately reimburse the Administrative Agent, as applicable.

  • Transfer Fees and Taxes If any of the Common Shares subscribed for are to be issued to a person or persons other than the Registered Warrantholder, the Registered Warrantholder shall execute the form of transfer and will comply with such reasonable requirements as the Warrant Agent may stipulate and will pay to the Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation will not be required to issue or deliver certificates evidencing Common Shares unless or until such Warrantholder shall have paid to the Corporation or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.

  • Prices and Taxes Prices will be as quoted in writing by HP or, in the absence of a written quote, as set out on our website, customer-specific portal, or HP published list price at the time an order is submitted to HP. Prices are exclusive of taxes, duties, and fees (including installation, shipping, and handling) unless otherwise quoted. If a withholding tax is required by law, please contact the HP order representative to discuss appropriate procedures. HP will charge separately for reasonable out-of-pocket expenses, such as travel expenses incurred in providing professional services.

  • Insurance and Taxes A. The Employer agrees to carry any and all insurance and pay all taxes as required by applicable State and Federal law.

  • Withholding and Taxes No later than the date as of which an amount first becomes includible in the gross income of the Grantee for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to this Award, the Grantee will pay to the Company or, if appropriate, any of its affiliates, or make arrangements satisfactory to the Committee regarding the payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company and its affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Grantee.

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