Income Tax Effect Sample Clauses

Income Tax Effect. The Partners are aware of the income tax consequences of the allocations made by this Article VII and hereby agree to be bound by the provisions of this Article VII in reporting their shares of Partnership profits and losses for federal income tax purposes.
Sample 1
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Income Tax Effect. As a single-member limited liability company, Merger Sub is treated as a disregarded entity for federal income tax purposes. Therefore, the Merger shall be treated for income tax purposes as a purchase by Buyer of all of the membership interests of the Company, as described in Rev. Xxx. 00-0, 0000-0 X.X. 432 (Situation 2). The parties agree to report the results of this transaction for income tax purposes consistent with the principles set forth in that Revenue Ruling.
Sample 1
Income Tax Effect. The parties are aware of the fact that, under Federal and State income tax laws, the Wife is required to include maintenance in her income for income tax purposes, and that the Husband is entitled to deduct such maintenance on his income tax returns. If the existing income tax statutes of the United States Government, and any taxing authority having jurisdiction over the parties, shall hereafter be amended or modified so that maintenance payments shall not be deductible by the Husband, or so that the tax brackets of each party are materially altered, the parties shall confer with each other with a view to arriving at an equitable adjustment in keeping with their original intention with respect to the deductibility of said payments by the Husband. If the parties are unable to agree upon such an adjustment, then said changes in the tax laws shall be considered a substantial change in circumstances, and either party may apply to a Court of appropriate jurisdiction for an appropriate adjustment in such support payments so that the parties shall be in substantially the same economic position thereafter as though the existing income tax laws of the United States and the State of New York were still in full force and effect with respect to the income tax brackets or income tax consequences of such support payments to each of the parties. This Agreement shall be deemed to be modified in accordance with any Court decision modifying the support provisions in accordance with this paragraph.
Sample 1

Related to Income Tax Effect

  • Tax Effect The federal tax consequences of stock options are complex and subject to change. Each person should consult with his or her tax advisor before exercising any Option or disposing of any Shares acquired upon the exercise of an Option.

  • Income Tax Elections In the event of a distribution of property made in the manner provided under Section 734 of the Code, or in the event of a transfer of any Partnership Interest permitted by this Agreement made in the manner provided in Section 743 of the Code, the General Partner, on behalf of the Partnership, may, but shall not be required to, file an election under Section 754 of the Code in accordance with the procedures set forth in the applicable regulations promulgated thereunder.

  • Income Tax Liability Within ten Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) which equal or exceed $1,000,000 in the aggregate, telephonic or telecopied notice (confirmed in writing within five Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof.

  • 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.

  • 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.

  • Income Tax Treatment Employee and the Company acknowledge that it is the intention of the Company to deduct all amounts paid under Section 2 hereof as ordinary and necessary business expenses for income tax purposes. Employee agrees and represents that he will treat all such amounts as required pursuant to all applicable tax laws and regulations, and should he fail to report such amounts as required, he will indemnify and hold the Company harmless from and against any and all taxes, penalties, interest, costs and expenses, including reasonable attorneys' and accounting fees and costs, which are incurred by Company directly or indirectly as a result thereof.

  • Income Tax Characterization For purposes of federal income, state and local income and franchise and any other income taxes, the Issuer will, and each Noteholder by such Noteholder’s acceptance of any such Notes (and each Person who acquires an interest in any Notes through such Noteholder, by the acceptance by such Person of an interest in the applicable Notes) agrees to, treat the Notes that are characterized as indebtedness at the time of their issuance, and hereby instructs the Issuer to treat such Notes, as indebtedness for federal, state and other tax reporting purposes. Each Noteholder agrees that it will cause any Person acquiring an interest in a Note through it to comply with this Indenture as to treatment as indebtedness under applicable tax law, as described in this Section 3.21. The Notes will be issued with the intention that, for federal, state and local income and franchise tax purposes the Trust shall not be treated as an association or publicly traded partnership taxable as a corporation. The parties hereto agree that they shall not cause or permit the making, as applicable, of any election under Treasury Regulation Section 301.7701-3 (or any successor provision) whereby the Trust or any portion thereof would be treated as a corporation for federal income tax purposes. The provisions of this Indenture shall be construed in furtherance of the foregoing intended tax treatment.

  • Federal Income Tax Elections The Member shall make all elections for federal income tax purposes.

  • INCOME TAX RETURNS Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

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