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 Liability. Within ten Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the Internal Revenue Service 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 Internal Revenue Code of 1986 (as amended from time to time)) which equal or exceed $1,000,000 in the aggregate, telephonic, telex or telecopy 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 Liability. The Seller will furnish telephonic or facsimile notice to the Purchaser, the Administrative Agent and each Lender Agent within 10 Business Days (confirmed in writing within five (5) Business Days thereafter) of the receipt of revenue agent reports or other written proposals, determinations or assessments of the Internal Revenue Service or any other taxing authority which propose, determine or otherwise set forth positive adjustments (i) to the Tax liability of the Seller or any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) of which the Seller is a member in an amount equal to or greater than $1,000,000 in the aggregate, or (ii) to the Tax liability of the Purchaser in an amount equal to or greater than $500,000 in the aggregate. Any such notice shall specify the nature of the items giving rise to such adjustments and the amounts thereof.
Income Tax Liability. Telephonic or facsimile notice within 10 Business Days (confirmed in writing within five Business Days thereafter) of the receipt of revenue agent reports or other written proposals, determinations or assessments of the Internal Revenue Service or any other taxing authority which propose, determine or otherwise set forth positive adjustments (i) to the Tax liability of the Seller or any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) of which the Seller is a member in an amount equal to or greater than $10,000,000 in the aggregate, or (ii) to the Tax liability of the Borrower in an amount equal to or greater than $1,000,000 in the aggregate. Any such notice shall specify the nature of the items giving rise to such adjustments and the amounts thereof;
Income Tax Liability. If not otherwise adequately stated above, it is understood and agreed that Buyer shall not assume, and Seller shall remain responsible for, Seller's federal income and/or similar state tax liability and any other taxes of any nature that are attributable to Seller's ownership, use or control of the Assets prior to Closing. It is likewise understood and agreed that Seller shall not assume, and Buyer shall be responsible for, Buyer's federal income and/or similar state tax liability and any other taxes of any nature that are attributable to Buyer's ownership, use or control of the Assets after the Closing.
Income Tax Liability. Within ten (10) Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the Internal Revenue Service 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 one million dollars ($1,000,000) with respect to Carvana or twenty-five thousand dollars ($25,000) with respect to the Borrower, telephonic or emailed notice (confirmed in writing within five (5) Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof.
Income Tax Liability. NEON Optica shall also reimburse NU for any income tax liability incurred by NU as a result of its acquisition of NUNet. NEON Optica will supply NU, on request and no more frequently than quarterly, with the costs and other details of any additions to NUNet such that each separate party hereto can calculate its individual income tax liability. NU shall take reasonable efforts suggested by NEON Optica to minimize the amount of said income tax liability on its return(s), in accordance with applicable laws and regulations. The parties agree that Grantor’s tax liability to be reimbursed hereunder and under the 2002 Phase 2 Agreement through June 25, 2002 is in the amount of $1,425,439. This amount shall be deemed to be billed in full on July 1, 2004 and be due and payable by NEON Optica no later than December 31, 2004. NU shall, from time to time, calculate any additional income tax liability for NUNet acquired after June 25, 2002 and invoice NEON Optica. NEON Optica shall pay such amount within sixty (60) days of receiving such invoice. NEON Optica shall hold harmless, indemnify and defend NU in the event NU’s tax position with respect to NUNet is challenged by the IRS. In lieu of cash, NEON Optica shall provide said reimbursement in the form of additional fiber segments, engineering services, or other telecommunication services that NU may request from NEON Optica from time to time and which NEON Optica agrees to provide, which segments and/or services shall have a value (grossed up to take account of the time value of money and the timing of any actual tax payments) equivalent to NU’s tax liability described in this paragraph. In a given year, NEON Optica shall only be obligated to provide reimbursement valued up to an amount equal to the actual tax liability incurred by NU for the prior tax year, plus any unused reimbursement amounts from earlier years.
Income Tax Liability. Each Member shall be solely responsible for all taxes as may be applicable to any funds paid or credited to such Member or income deemed taxable to such Member under this Agreement and no Member shall be liable to any extent in connection with such taxes payable by any other Member.
Income Tax Liability. Within ten (10) Business Days after the receipt by a Responsible Officer of revenue agent reports or other written proposals, determinations or assessments of the Internal Revenue Service 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)(1) of the Code) of which the Seller is a member which equal or exceed $100,000 in the aggregate, telephonic or facsimile notice (confirmed in writing within five (5) Business Days thereafter) specifying the nature of the items giving rise to such adjustments and the amounts thereof;
Income Tax Liability. Within ten (10) Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the Internal Revenue Service or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of, or assess or propose the collection of Taxes required to have been withheld by, the Borrower, the Collateral Administrator, New Mountain Finance Advisors BDC, any Taxable Entity or any equity owner of the Collateral Administrator which equal or exceed $1,000,000 in the aggregate, telephonic or facsimile notice (confirmed in writing within five (5) Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof;
