Increase for Taxes Sample Clauses

Increase for Taxes. The cash portion of the Purchase Price allocated to the purchase of the Investments Interests shall be increased by an amount equal to the difference between (i) the taxes payable by the Sellers who are the owners of the Investments Interests as a result of the purchase of the Investments Interests pursuant hereto and (ii) the taxes which would have been payable by such Sellers in the event that, on the Closing Date, Investments had been a wholly-owned subsidiary of CSI which amount shall be grossed-up to account for federal and state and local income taxes payable by Sellers with respect to such additional amount (such grossed-up amount is the "Tax Adjustment"). For purposes of determining the Sellers' tax liabilities hereunder, such liabilities shall be computed based upon the Internal Revenue Code of 1986, as amended, as in effect on the Closing Date and applicable state and local income tax provisions, as in effect on the Closing Date.
Sample 1
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Increase for Taxes. [COMMENT67] Client will pay directly or to reimburse ALLTEL Financial for all taxes however designated, levied or based on the charges hereunder or on this Agreement, including state and local sales, use, privilege or excise taxes based on gross revenues or taxes on services rendered; excluding, however, any taxes levied on the personal property or net income of ALLTEL Financial.
Sample 1
Increase for Taxes. Client will pay directly or reimburse Systematics for all sales, use or excise taxes, however designated, levied or based, on amounts payable pursuant to this Agreement including state and local privilege or excise taxes based on gross revenues under this Agreement or taxes on services rendered. Client shall not be responsible for any taxes levied on the personal property or net income of Systematics.
Sample 1
Increase for Taxes. Client will pay directly, or reimburse ALLTEL for, all taxes however designated, levied or based on the charges hereunder or on this Agreement, including state and local sales, use, privilege or excise taxes based on gross revenues or taxes on services rendered; excluding, however, any taxes levied on the personal property or net income of ALLTEL and Indiana gross income tax. The provisions of this Section 26 shall survive the termination of this Agreement.
Sample 1

Related to Increase for Taxes

  • Gross Up for Taxes If any Borrower shall be required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (a) the sum payable to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions, the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made (the “Gross-Up Payment”), (b) such Borrower shall make such withholding or deductions, and (c) such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to any withholding or deductions that would not have been paid or claimed had the applicable Payee or Payees properly claimed a complete exemption with respect thereto pursuant to Section 3.11 hereof.

  • Mandatory Withholding for Taxes The Grantee acknowledges and agrees that the Company will deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on the date of exercise that is equal to the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon such exercise, as determined by the Company (the “Required Withholding Amount”), unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock acquired upon exercise of such Options having a Fair Market Value on the date of exercise that is equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may require.

  • Grossing-up for taxes If the Borrower is required by law to make a tax deduction from any payment:

  • Withholding for Taxes All amounts and benefits paid or provided hereunder will be subject to withholding for taxes as required by law.

  • Current Taxes Adequate provisions have been made for taxes payable for the current period for which tax returns are not yet required to be filed and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return by, or payment of, any tax, governmental charge or deficiency by the Company. The Vendors are not aware of any contingent tax liabilities or any grounds which would prompt a reassessment including aggressive treatment of income and expenses in filing earlier tax returns; The Company- Applicable Laws and Legal Matters

  • Adjustments for Tax Purposes Any payments made pursuant to Section 2.04 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

  • Adjustment for Tax Purposes The Company shall be entitled to make such reductions in the Conversion Price, in addition to those required by Section 4.6, as it in its discretion shall determine to be advisable in order that any stock dividends, subdivisions of shares, distributions of rights to purchase stock or securities or distributions of securities convertible into or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.

  • Increased Costs Taxes Capital Adequacy 2.8 Statement of Lenders; Obligation of Lenders and Issuing Lenders to Mitigate

  • VALID ISSUANCE; TAXES All shares of Common Stock issued upon the exercise of this Warrant shall be validly issued, fully paid and non-assessable. The Company shall not be required to pay any tax or other charge imposed in connection with any transfer involved in the issuance of any certificate for shares of Common Stock in any name other than that of the Registered Holder of this Warrant, and in such case the Company shall not be required to issue or deliver any stock certificate or security until such tax or other charge has been paid, or it has been established to the Company's reasonable satisfaction that no tax or other charge is due.

  • Liability of Holder for Taxes and Other Charges Any tax or other governmental charge payable with respect to any ADR or any Deposited Securities or ADSs shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (24) hereof) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Owner.

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