SEPARATION PAYMENT WITH RESPECT TO FEDERAL INCOME TAXES Sample Clauses

SEPARATION PAYMENT WITH RESPECT TO FEDERAL INCOME TAXES. Zapaxx xxxll give ZAP.XXX xxxice of the filing of Zapaxx'x xxxsolidated federal income tax returns for its first taxable year ending after the Effective Date ("Final Return Notice"). If the ZAP.XXX Xxxal Returns show a tax liability, ZAP.XXX xxxll pay to Zapaxx xxx amount thereof within thirty (30) days after receipt by ZAP.XXX xx the Final Return Notice. Zapaxx xxxll not withdraw any earnings or assets of ZAP.XXX xx any ZAP.XXX Xxx-
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SEPARATION PAYMENT WITH RESPECT TO FEDERAL INCOME TAXES. Xxxxxx shall give Protein notice of the filing of Xxxxxx'x consolidated federal income tax returns for its first taxable year ending after the Effective Date ("Final Return Notice"). If the Protein Final Returns show a tax liability, Protein shall pay to Xxxxxx the amount thereof within thirty (30) days after receipt by Protein of the Final Return Notice. Xxxxxx shall not withdraw any earnings or assets of Protein or any Protein Pre-Closing Affiliates prior to the Effective Date. If the Protein Final Returns show a net operating loss or other tax benefit that is utilized by Xxxxxx or any member of the Xxxxxx Group and, therefore, is not allocated to the entity incurring such tax benefit pursuant to Treas. Reg. 'SS'1.1502-79, Xxxxxx shall pay to Protein (or the appropriate entity) the amount of any tax savings to be realized thereby within thirty (30) days after receipt by Protein of the Protein Final Returns.
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SEPARATION PAYMENT WITH RESPECT TO FEDERAL INCOME TAXES. HTE shall give DSI notice of the filing of HTE's consolidated federal income tax returns for its first taxable year ending after the Effective Date ("Final Return Notice"). If the DSI Final Returns show a tax liability, DSI shall pay to HTE the amount thereof within thirty (30) days after receipt by DSI of the Final Return Notice. HTE shall not withdraw any earnings or assets of DSI or any DSI Pre-Closing Affiliates prior to the Effective Date. If the DSI Final Returns show a net operating loss or other tax benefit that is utilized by HTE or any member of the HTE Group and, therefore, is not allocated to the entity incurring such tax benefit pursuant to Treas. Reg. Section 1.1502-79, HTE shall pay to DSI (or the appropriate entity) the amount of any tax savings to be realized thereby within thirty (30) days after receipt by DSI of the DSI Final Returns.
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SEPARATION PAYMENT WITH RESPECT TO FEDERAL INCOME TAXES. Zapata shall give Safety notice of xxx xxling of Zapata's consolidated federal incomx Xxx Xxturns and Tax Returns for any state, local, or other Tax Authority determined on a consolidated or combined basis for its first taxable year ending after the Effective Date ("Final Return Notice"). To the extent not previously paid to Zapata in accordance with Article 3, Xxxxty and each Safety Pre-Closing Affiliate shall pay to Zapata, within thirty (30) days aftxx xxxeipt by Safety of the Final Return Notice, its allocable portion pursuant to Section 3.1(a) hereof, of (1) such consolidated federal income Tax liability of the Consolidated Group; and (2) such state, local, or other income Tax liability determined on a consolidated or combined basis. Zapata shall not withdraw any earnixxx xx assets of Safety or any Safety Pre-Closing Affiliates prior to the Effective Date.
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SEPARATION PAYMENT WITH RESPECT TO FEDERAL INCOME TAXES. Xxxxxx shall give Safety notice of the filing of Xxxxxx'x consolidated federal income Tax Returns and Tax Returns for any state, local, or other Tax Authority determined on a consolidated or combined basis for its first taxable year ending after the Effective Date ("Final Return Notice"). To the extent not previously paid to Xxxxxx in accordance with Article 3, Safety and each Safety Pre-Closing Affiliate shall pay to Xxxxxx, within thirty (30) days after receipt by Safety of the Final Return Notice, its allocable portion pursuant to Section 3.1(a) hereof, of (1) such consolidated federal income Tax liability of the Consolidated Group; and (2) such state, local, or other income Tax liability determined on a consolidated or combined basis. Xxxxxx shall not withdraw any earnings or assets of Safety or any Safety Pre-Closing Affiliates prior to the Effective Date.
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SEPARATION PAYMENT WITH RESPECT TO FEDERAL INCOME TAXES. Zxxxxx shall give ZXX.XXX notice of the filing of Zxxxxx’x consolidated federal income tax returns for its first taxable year ending after the Effective Date (“Final Return Notice”). If the ZXX.XXX Final Returns show a tax liability, ZXX.XXX shall pay to Zxxxxx the amount thereof within thirty (30) days after receipt by ZXX.XXX of the Final Return Notice. Zxxxxx shall not withdraw any earnings or assets of ZXX.XXX or any ZXX.XXX Pre-Closing Affiliates prior to the Effective Date. If the ZXX.XXX Final Returns show a net operating loss or other tax benefit that is utilized by Zxxxxx or any member 36 of the Zxxxxx Group and, therefore, is not allocated to the entity incurring such tax benefit pursuant to Treas. Reg. Section 1.1502-79, Zxxxxx shall pay to ZXX.XXX (or the appropriate entity) the amount of any tax savings to be realized thereby within thirty (30) days after receipt by ZXX.XXX of the ZXX.XXX Final Returns.
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Related to SEPARATION PAYMENT WITH RESPECT TO FEDERAL INCOME TAXES

  • Federal Income Taxes For a brief description of the tax effects of an investment in the notes, see “U.S. Federal Income Tax Considerations” on page S-12 of the attached prospectus supplement and page 61 of the attached prospectus.

  • Indemnification with Respect to Certain Taxes and Loss of REMIC Status In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution Parties, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties now or hereafter existing at law or in equity or otherwise. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages.

  • Federal Income Tax Allocations Net income of the Trust for any month as determined for federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) during which the beneficial ownership interests in the Trust are held by more than one Person shall be allocated:

  • Withholding Taxes; Section 83(b) Election (a) The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the purchase of the Shares by the Participant or the lapse of the Purchase Option.

  • Federal Income Tax Matters The Certificateholders acknowledge that it is their intent and that they understand it is the intent of the Depositor and the Servicer that, for purposes of federal income, State and local income and franchise tax and any other income taxes, the Trust will be treated either as a disregarded entity under Treasury Regulation Section 301.7701-3 or as a partnership, and that the Certificateholders will be treated as partners in that partnership. The Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each calendar quarter, other than periods in which there is only one Certificateholder:

  • Agreement with Respect to Loss Sharing The Assuming Bank shall be entitled to require reimbursement from the Receiver for loss sharing on certain loans in accordance with the Single Family Shared-Loss Agreement attached hereto as Exhibit 4.15A and the Non-SF Shared-Loss Agreement attached hereto as Exhibit 4.15B, collectively, the “Shared-Loss Agreements.” The Loans that shall be subject to the Shared-Loss Agreements are identified on the Schedule of Loans 4.15A and 4.15B attached hereto.

  • Federal Income Tax Withholding The Bank may withhold all federal and state income or other taxes from any benefit payable under this Agreement as shall be required pursuant to any law or governmental regulation or ruling.

  • Payments Subject to Section 409A Subject to this Exhibit C, severance payments or benefits under this Agreement shall begin only on or after the date of the Employee’s “separation from service” (determined as set forth below), which occurs on or after the termination of the Employee’s employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Employee under this Agreement:

  • Tax Matters; Section 83(b) Election The Grantee hereby agrees to make an election to include in gross income in the year of transfer the Award LTIP Units hereunder pursuant to Section 83(b) of the Internal Revenue Code substantially in the form attached hereto as Exhibit B and to supply the necessary information in accordance with the regulations promulgated thereunder.

  • Compensation; Payment of Fees and Expenses As compensation for the performance of the Administrator’s obligations under this Agreement, the Administrator shall be entitled to receive $2,500 annually, which shall be solely an obligation of the Servicer; provided, however, notwithstanding the foregoing, such compensation shall in no event exceed the Servicing Fee for the related annual period. The Administrator shall pay all expenses incurred by it in connection with its activities hereunder.

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