Tax Cost Sample Clauses

Tax Cost. Tax Cost" means the cost of Real Property Taxes. .33 TENANT'S PROPORTIONATE SHARE
Sample 1
AutoNDA by SimpleDocs
Tax Cost. Notwithstanding anything contained in Section 5.4(c) to the contrary, RTZA shall pay the amount shown due on such officer's certificate no later than 5 days prior to the date that Parent specified in such officer's certificate as the date on which it intends to pay such Section 367(e)
Sample 1
Tax Cost. Within 5 days after the date of payment specified in such officer's certificate, Parent shall provide RTZA with a second certificate of its chief financial officer stating that payment of the Section 367(e) Tax Cost giving rise to the indemnification obligation has been made, specifying the date and amount of payment, or return such indemnification payment to RTZA. If Parent is required to make a payment to RTZA as a result of its receipt of a refund of a previously paid Section 367(e) Tax Cost in accordance with Section 5.4(d) or the resolution of a dispute in RTZA's favor in accordance with Section 5.4(c), Parent shall make such payment within 5 days of the receipt of the refund or the resolution of the dispute. (c) In the event that a dispute arises as to the calculation of the Section 367(e) Tax Cost, an independent "Big Six" accounting firm mutually acceptable to RTZA and Parent shall be selected to resolve the dispute (the costs of which shall be shared equally by RTZA and Parent). (d) If, subsequent to the date on which RTZA first indemnifies Parent, Parent is informed by a Taxing Authority of the need to pay an additional Section 367(e) Tax Cost or receives a refund of a previously paid Section 367(e) Tax Cost, Parent shall promptly notify RTZA in writing, the Section 367(e) Tax Cost shall be recomputed, any excess of the amount previously paid by RTZA over 50% of such recomputed Section 367(e) Tax Cost shall be repaid to RTZA, and any excess of 50% of such recomputed Section 367(e) Tax Cost over the amount previously paid by RTZA shall be paid by RTZA in each case in accordance with the procedures of Section 5.4(b). (e) Parent will notify RTZA promptly in writing if any taxing agency makes, orally or in writing, any assertion that Section 367(e) applies to any Class B Common Stock received by RTZA or any Affiliate of RTZA in the Spin-Off (a "Section 367(e) Issue"). Parent shall (i) keep RTZA fully apprised, on a timely basis, of any developments relating to its contest of a Section 367(e) Issue, (ii) consult RTZA with
Sample 1
Tax Cost. Commencing on the Delivery Date, Tenant shall pay -------- Landlord (or directly to the applicable taxing entity if the Leased Premises are separately assessed as hereinafter provided) as tax cost ("Tax Cost") during the Term: (i) the real property taxes and assessments, both general and special, assessed or imposed against the Leased Premises for each tax year or part thereof during the Term; (ii) transit taxes; (iii) taxes based upon leases or the receipt of rent which are in substitution for and in lieu of any item or portion thereof described in (i) and (ii) above, and (iv) reasonable fees and expenses incurred by Landlord with Tenant's prior written consent, which consent shall not be unreasonably withheld or delayed, to obtain a reduction of or a limit on the increase in any of items (i) through (iii) above, but not to exceed the amount of savings actually derived therefrom and the reasonable cost of any appraisal performed in connection with a tax protest (all of the amounts described in (i) through (iv), both inclusive, being included in the definition of "Tax Cost"). However, the Tax Cost shall not include any penalties or fees charged for late payment of taxes provided that Tenant pays its share of the Tax Cost in accordance with the terms of this subparagraph 3.g. Tax ---------------- Cost shall be paid by Tenant when due, unless the Leased Premises are not separately assessed, then as provided below. Tax Cost for any partial tax year during which the Delivery Date occurs or the Term ends shall be prorated. Landlord will send Tenant copies of assessed values and statements promptly after receipt by Landlord and, provided no Event of Default by Tenant exists hereunder, Tenant shall have the right, at its own expense, in good faith, after notifying Landlord, to contest any such values, taxes or payments in lieu of taxes by appropriate proceedings and with reasonable diligence and to take such action as may be permitted by applicable law to defer or pay under protest the taxes as are contested in order to preserve Tenant's right to an abatement or reduction during the period of contest and any appeal therefrom, provided that if such tax or payments in lieu of taxes are not paid when initially due:
Sample 1
Tax Cost. Tenant shall pay to Lessor as additional rent hereunder in the manner provided, Tenants proportionate share of any Real Estate Tax Cost estimated, paid or incurred by Landlord before delinquent all taxes, assessments, license fees and public charge levied, assessed or imposed upon or measured by the value of its business operation, including, but not limited to, the furniture, fixtures, leasehold improvements, equipment and other property of Tenant at any time situated on or installed in the Premises by Tenant. In no event shall the tax, increase be more than three percent in any one year. If at any time during the term of this Lease any of the foregoing are assessed as a part of the real property of which the Premises are a part, Tenant shall pay the Landlord upon demand the amount of such additional taxes as may be levied against said real property by reason thereof. For the purpose of determining said amount, figures supp1ied by the County Assessor as to the amount so assessed shall be conclusive.
Sample 1
Tax Cost. 22 19.27 Tenant's Proportionate Share .................................... 22 19.28 Tenant's Work ................................................... 23 19.29 Term ............................................................ 23 19.30 Year of the Term ................................................ 23 Article 20 - Special Clauses: .............................................. 23
Sample 1
Tax Cost. The Neutral Auditor shall arbitrate the dispute in New York City, New York and its determination as to any issue in dispute shall be concluded within twenty (20) days of such referral by Seller and Buyer. Such determination shall be binding on Seller, the Companies and Buyer and shall be enforceable in a court of competent jurisdiction. All costs of the dispute resolution process contemplated by this Section 5.3(c)(vii) (including, without limitation, the Neutral Auditor's fees, but exclusive of attorneys' fees) shall be borne by the Party who is the least successful in such process, which shall be determined by comparing (x) the estimate asserted by each Party regarding the amount of such Tax to (y) the final decision of the Neutral Auditor of such amount. Buyer shall pay to Seller, within ten (10) days from the date on which the U.S. federal, state and local Income Tax Returns on which the U.S. federal, state and local Income Taxes of the Companies in respect of gain or income recognized on the transactions deemed to occur pursuant to the making of the Section 338(h)(10) Election are filed (in the aggregate, the "Reported Section 338(h)(10) Tax Amount", respectively), the excess (if any) of (A) the aggregate amounts paid by Seller to Buyer pursuant to this Section 5.3(c)(vii) over (B) the Reported Section 338(h)(10) Tax Amount.
Sample 1
AutoNDA by SimpleDocs

Related to Tax Cost

  • Tax Benefit If, as the result of any Taxes paid or indemnified against by the Facility Lessee under this Section 9.2, the aggregate Taxes actually paid by the Tax Indemnitee for any taxable year and not subject to indemnification pursuant to this Section 9.2 are less (whether by reason of a deduction, credit, allocation or apportionment of income or otherwise) than the amount of such Taxes that otherwise would have been payable by such Tax Indemnitee (a "Tax Benefit"), then to the extent such Tax Benefit was not taken into account in determining the amount of indemnification payable by the Facility Lessee under paragraph (a) or (c) above and provided no Significant Lease Default or Lease Event of Default shall have occurred and be continuing (in which event the payment provided under this Section 9.2(e) shall be deferred until the Significant Lease Default or Lease Event of Default has been cured), such Tax Indemnitee shall pay to the Facility Lessee the lesser of (A) (y) the amount of such Tax Benefit, plus (z) an amount equal to any United States federal, state or local income tax benefit resulting to the Tax Indemnitee from the payment under clause (y) above and this clause (z) (determined using the same assumptions as set forth in the second sentence under the definition of After-Tax Basis) and (B) the amount of the indemnity paid pursuant to this Section 9.2 giving rise to such Tax Benefit; provided, however, that any excess of (A) over (B) shall be carried forward and reduce the Facility Lessee's obligations to make subsequent payments to such Tax Indemnitee pursuant to this Section 9.2. If it is subsequently determined that the Tax Indemnitee was not entitled to such Tax Benefit, the portion of such Tax Benefit that is required to be repaid or recaptured will be treated as Taxes for which the Facility Lessee must indemnify the Tax Indemnitee pursuant to this Section 9.2 without regard to paragraph (b) hereof. Notwithstanding anything to the contrary herein, each Certificateholder Indemnitee shall determine the allocation of any tax benefits, savings, credit, deduction or allocation in its sole good faith discretion and each position to be taken on its tax return shall be in its sole control and it shall not be required to disclose any tax return or related documentation to any Person.

  • Tax Cooperation The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party to the receiving Party under this Agreement (“Withholding Taxes”). If Withholding Taxes are imposed on any payment under this Agreement, the liability for such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for the paying Party to not withhold Withholding Taxes or to withhold Withholding Taxes at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of Withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) and

  • Tax Unless specified otherwise in the Proclamation of sale, if the sale of this property is subjected to Tax, such Tax will be payable and borne by the Purchaser.

  • Allocations for Tax Purposes (a) Except as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.

  • Income Taxes Paragraph 1. The authority citation for part 1 continues to read in part as follows: Authority: 26 U.S.C. 7805 * * * EXHIBIT G-2 FORM OF TRANSFEROR CERTIFICATE __________ , 20__ Residential Funding Mortgage Securities I, Inc. 8400 Normandale Xxxx Xxxxxxxxx Xxxxx 000 Xxxxxxxxxxx, Xxxxxxxxx 00000 [Trustee] Attention: Residential Funding Corporation Series _______ Re: Mortgage Pass-Through Certificates, Series ________, Class R[-__] Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _____________________ (the "Seller") to _____________________(the "Purchaser") of $______________ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series ________, Class R[-__] (the "Certificates"), pursuant to Section 5.02 of the Series Supplement, dated as of ________________, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement") among Residential Funding Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and __________, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that:

  • Tax Payment In the event it shall be determined that any ----------- payment (other than the payment provided for in this Section 10(a)) or ----- distribution of any type to or for the benefit of the Executive, by the Company, any Affiliate of the Company, any Person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder) or any Affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments"), is or will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive a payment in an amount equal to the Excise Tax imposed upon the Total Payments; provided, however that the Total -------- ------- Payments shall be reduced (but not below zero) if and to the extent that a reduction in the Total Payments would result in the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax) than if the Executive received the entire amount of such Total Payments and the amount equal to the Excise Tax. Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the foregoing, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlements to any benefits or compensation.

  • Tax Year The Partnership’s tax year will end on , 20 .

  • Liability of Owner for Taxes If any tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to or in connection with any American Depositary Shares or any Deposited Securities represented by any American Depositary Shares or in connection with a transaction to which Section 4.8 applies, that tax or other governmental charge shall be payable by the Owner of those American Depositary Shares to the Depositary. The Depositary may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited Securities represented by those American Depositary Shares until that payment is made, and may withhold any dividends or other distributions or the proceeds thereof, or may sell for the account of the Owner any part or all of the Deposited Securities represented by those American Depositary Shares and apply those dividends or other distributions or the net proceeds of any sale of that kind in payment of that tax or other governmental charge but, even after a sale of that kind, the Owner of those American Depositary Shares shall remain liable for any deficiency. The Depositary shall distribute any net proceeds of a sale made under this Section that are not used to pay taxes or governmental charges to the Owners entitled to them in accordance with Section 4.1. If the number of Shares represented by each American Depositary Share decreases as a result of a sale of Deposited Securities under this Section, the Depositary may call for surrender of the American Depositary Shares to be exchanged on a mandatory basis for a lesser number of American Depositary Shares and may sell American Depositary Shares to the extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute the net proceeds of that sale to the Owners entitled to them.

  • Tax Reserves The Company has established on its books and records adequate reserves for all Taxes and for any liability for deferred income taxes in accordance with Adjusted GAAP.

  • Tax Liability The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the creation or redemption of any Basket made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Trustee, the Sponsor or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon.

Time is Money Join Law Insider Premium to draft better contracts faster.