SHARING OF TAX BENEFITS Sample Clauses

SHARING OF TAX BENEFITS. Buyer and Seller agree to work together to structure their relationships under this Agreement and the Management Agreement to minimize taxes payable to the extent legally permissible. Buyer and Seller agree to share equally any tax savings arising as result of such structuring.

SHARING OF TAX BENEFITS. The SELLERS and XXXXXX agree that a tax benefit (the "Tax Benefits") in the form of a compensation expense deduction may accrue to XXXXXX or XXXXXXX for any payments made to Phantom Unit Holders or to employees for Stay Bonuses established by employment agreements which are paid after the Closing Date. XXXXXX agrees to calculate such tax benefits at the blended maximum statutory federal plus applicable state tax rates in effect for the tax year in question, on an annual basis in connection with the payments made, and to pay pro-rata to the SELLERS,and the Unit Holders, based upon their Proportionate Total Interest, within 95 days after the end of XXXXXX'x fiscal year in which the payment was made, one-half of said tax benefit. Such payment shall be made by company check. Section 5.6 -

SHARING OF TAX BENEFITS. 59 6.8 401(k) Spin Off................................................. 59 6.9 Insurance Proceeds.............................................. 60

SHARING OF TAX BENEFITS. Promptly following the filing by K&S ----------------------- of the U.S. federal income tax returns (covering the Acquired Companies) for the taxable years ended September 30, 1996 and September 30, 1997, K&S shall calculate and pay to the Sellers' Representative an amount equal to 50% of the Applicable Tax Benefit Amount (as defined below) for such taxable year. The Sellers' Representative shall allocate any amounts paid to it by K&S pursuant to this Section 6.7 among the CSI former shareholders in accordance with the agreement referred to in Section 5.2(u) hereof. For purposes hereof, the "Applicable Tax Benefit Amount" with respect to a taxable year shall mean the amount, if any, of the excess of (x) the aggregate consolidated U.S. federal income tax liability of the affiliated group that includes the Acquired Companies that would have been incurred for such taxable year if the actual tax liability for such taxable year (as reflected in the U.S. federal income tax return filed by K&S) was adjusted to eliminate the effect, if any, on such actual tax liability resulting from the exercise of CSI options by LDS and RKP referred to in Section 4.7 hereof and the payment by CSI of $1,000,000 of management bonuses referred to in the CSI Disclosure Statement over (y) the actual aggregate consolidated federal income tax liability of the affiliated group that includes the Acquired Companies for such taxable year. Any disputes regarding calculations of Applicable Tax Benefit Amount shall be resolved by K&S' auditors, whose determinations shall be deemed to be final and binding on the parties for purposes hereof.