Reimbursement of Tax Liability Sample Clauses

Reimbursement of Tax Liability. Hard Rock shall pay to Navegante Gaming, LLC (“Navegante Gaming”) the total state and federal income tax liability of Operator, Navegante Gaming or any individual or affiliate who is liable for payment of taxes on behalf of Operator or Navegante Gaming that directly results from (i) Operator’s conduct of Gaming Operations at the Premises, (ii) any gain realized on the sale of the Gaming Assets or transfer of the Working Capital to HRHI or its designee upon the expiration or earlier termination of the Casino Sublease, and/or (iii) payment by Hard Rock of any and all such tax liability reimbursements, excluding, however, for purposes of the foregoing clauses (i)-(iii), any state or federal income tax liability resulting from amounts actually received by Operator pursuant to Section 1 of this Agreement, the Priority Management Fees actually received by Operator pursuant to Section 4.7 of the Casino Sublease, and such amount of the Casino Revenues as is actually retained by Operator pursuant to Section 4.5 of the Casino Sublease (all such amounts of state and federal tax liability, collectively, the “Tax Payment”). It is hereby understood and agreed that any tax payments or tax liabilities that constitute Casino Expenses under the Casino Sublease shall be paid from Casino Revenues in accordance with the terms of the Casino Sublease and are not reimburseable by Hard Rock under this Section 6. The actions described in the foregoing clauses (i)-(iii) above are hereinafter referred to as the “Taxable Actions”. The Tax Payment shall be paid to Navegante Gaming not later than the fifteenth (15th) business day after the later of (a) the date on which the final tax return for Navegante Gaming has been filed with the applicable Governmental Authorities and (b) the date on which Hard Rock receives a copy of such final tax return. If such final tax return is amended to reflect, or the applicable Governmental Authorities notify Navegante Gaming or Operator that, additional tax deductions or tax benefits have accrued to Operator or Navegante Gaming as a result of the Taxable Actions, then such tax deduction or tax benefit shall be offset against the Tax Payment and, if there has been an overpayment to Navegante Gaming of the Tax Payment, any such overpayment amount shall be promptly refunded to Hard Rock. If such final tax return is amended to reflect, or the applicable Governmental Authorities notify Navegante Gaming or Operator that, additional taxes are owed as a result...
Sample 1
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Reimbursement of Tax Liability. MCE agrees to reimburse the Shareholders for taxes in an amount equal to twenty-four percent (24%) of the taxable income for the period of March 1, 1998 through the Effective Time (the "March Stub Tax Period"). This is intended to approximate the difference between the tax on ordinary income during the March Stub Tax Period and the tax benefit derived from the increase in the tax basis in the Shareholder's stock plus the capital gains tax on the tax reimbursement. The taxable income for the March Stub Tax Period will be equal to the taxable income for the month of March multiplied by a fraction, the numerator of which shall be the number of calendar days during the March Stub Tax Period and the denominator of which will be 31.
Sample 1

Related to Reimbursement of Tax Liability

  • Allocation of Tax Liability In the event that any tax is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the Owners in proportion to their respective Sharing Ratios. The Owner Trustee is hereby authorized to retain from amounts otherwise distributable to the Owners sufficient funds to pay or provide for the payment of, and then to pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

  • Allocation of Tax Liabilities The provisions of this Section 2 are intended to determine each Company's liability for Taxes with respect to Pre-Distribution Periods. Once the liability has been determined under this Section 2, Section 5 determines the time when payment of the liability is to be made, and whether the payment is to be made to the Tax Authority directly or to another Company.

  • Payment of Taxes, Etc Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.

  • Payment of Taxes The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.

  • Filing of Tax Returns; Payment of Taxes (a) Filing of Tax Returns; Payment of Income

  • Payment of Taxes and Claims The Company will and will cause each of its Subsidiaries to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

  • Payment of Taxes and Claims, Etc Pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and governmental charges imposed upon it or upon its property, and (ii) all claims (including, without limitation, claims for labor, materials, supplies or services) which might, if unpaid, become a Lien upon its property, unless, in each case, the validity or amount thereof is being contested in good faith by appropriate proceedings and adequate reserves are maintained with respect thereto.

  • Filing of Tax Returns and Payment of Taxes (a) Each Party shall execute and timely file each Tax Return that it is responsible for filing under applicable Law and shall timely pay to the relevant Taxing Authority any amount shown as due on each such Tax Return. The obligation to make payments pursuant to this Section 3.02(a) shall not affect a Party’s right, if any, to receive payments under Section 3.02(b) or otherwise be indemnified under this Agreement.

  • Payment of Taxes and Claims; Tax Consolidation A. Company will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim.

  • Payment of Tax Obligations The Borrower will, and will cause each of its Subsidiaries to, pay its Tax liabilities, assessments and governmental charges that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

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