Tax Liabilities and Benefits Sample Clauses

Tax Liabilities and Benefits. All Tax liabilities imposed on the Subject Companies, the Finland Assets or the ADC Assets or for which the Subject Companies, the Finland Assets or the ADC Assets may otherwise be liable with respect to Tax periods or portions thereof ending on or before the Closing Date shall be for the account of and paid by Seller, including, without limitation, all Taxes imposed on the Subject Companies, or for which the Subject Companies may be liable, as a result of recognizing income from the sale of assets that is deemed to occur or other recognition
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Tax Liabilities and Benefits. All Tax liabilities imposed on the Corporation or for which the Corporation may otherwise be liable and/or Tax benefits with respect to Pre-Closing Tax Periods (other than Tax refunds resulting from the carry-back to the Pre-Closing Tax Periods of losses arising in Tax periods or portions thereof beginning after the Closing Date or any portion of a Straddle Tax Period after the Closing Date), shall be for the account of and paid by, and shall inure to the benefit of, the Sellers. Tax liabilities imposed on the Corporation or for which the Corporation may otherwise be liable and/or Tax benefits with respect to Post-Closing Tax Periods (including Tax refunds resulting from the carry-back to Pre-Closing Tax Periods of losses arising in Post-Closing Tax Periods or any portion of a Straddle Tax Period after the Closing Date) shall be for the account of and paid by, and shall inure to the benefit of, the Purchaser. For this purpose, Tax liabilities with respect to a Tax period which begins on or before and ends after the Closing Date (“Straddle Tax Periods”) shall be apportioned between the portion of such period ending on the Closing Date and the portion beginning on the day after the Closing Date as follows: (a) in the case of Tax liabilities or benefits, other than those relating to income, profits, gains, sales, use or value added Taxes, on a per diem basis, and (b) in the case of Tax liabilities or benefits based on income, profits, gains, sales, use or value added, to the portion of such period ending on the Closing Date as though the Tax year or other Tax period of the Corporation terminated at the close of business on the Closing Date and based on accounting methods, elections and conventions that do not have the effect of distorting the allocation of income and expenses within a Tax year or other Tax period. In any event, the parties agree that the Sellers will be allocated the benefit of the net operating loss carry forward and other tax carry forwards as reflected on the Corporation’s 2010 federal income tax return, Form 1120, for purposes of determining the allocation of the Taxes between the parties pursuant to this Article XII hereof. In addition, any installments of estimated tax payments made by the Corporation prior to the Closing Date with respect to Tax Returns for all Tax Periods which have not been filed by the Closing Date shall inure to the benefit of the Sellers for purposes of determining the allocation of the Taxes between the parties p...
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Tax Liabilities and Benefits. Except as otherwise provided in this Section 8.3, Tax liabilities and Tax benefits of Bank and the Bank Subsidiaries with respect to tax periods or portions thereof ending on or before the Closing Date shall be for the account of Sellers and Tax liabilities and Tax benefits of Bank and the Bank Subsidiaries with respect to tax periods or portions thereof beginning after the Closing Date shall be for the account of Buyer. For this purpose, Tax liabilities and Tax benefits with respect to a period which begins on or before and ends after the Closing Date shall be apportioned between the portion of such period ending on the Closing Date and the portion of such period beginning on the day after the Closing Date (x) in the case of real and personal property Taxes, on a per diem basis, (y) in the case of all Taxes based on income, on the basis of the taxable income or losses of Bank and the Bank Subsidiaries for such portions of such period as determined from Bank and the Bank Subsidiaries' books and records and (z) in the case of all other Taxes, on the basis of activities of Bank and the Bank Subsidiaries for such portions of such period as determined from Bank and the Bank Subsidiaries' books and records.
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Tax Liabilities and Benefits. For each calendar year, each Co-Owner shall be entitled to a pro rata percent share of the gain, loss, deduction, credit, or any tax benefits or liabilities with respect to the Aircraft.
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Related to Tax Liabilities and Benefits

  • Separation Payments and Benefits Without admission of any liability, fact or claim, the Company hereby agrees, subject to Executive’s timely execution and non-revocation hereof and Executive’s compliance with Executive’s obligations pursuant to this Agreement and the Surviving Provisions, to provide Executive the severance payments and benefits set forth below:

  • Severance Payments and Benefits For purposes of this Agreement, the term "Severance Payments and Benefits" shall mean:

  • Termination Payments and Benefits Regardless of the circumstances of the Executive’s termination, Executive shall be entitled to payment when due of any earned and unpaid base salary, expense reimbursements and vacation days accrued prior to the termination of Executive’s employment, and other unpaid vested amounts or benefits under Company retirement and health benefit plans, and, as applicable, under Equity Agreements in accordance with their terms, and to no other compensation or benefits.

  • Accrued Liabilities 10.3 On termination, the rights and liabilities of the Parties that have accrued before termination shall subsist.

  • Employment Taxes All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes.

  • Employee Liabilities All Liabilities with respect to employees which -------------------- relate primarily to the Company Business.

  • Employee Matters and Benefit Plans 24 2.21 Employees................................................................. 28 2.22

  • Compensation and Benefit Plans Except as required by applicable Law, the Company shall not and shall not permit its Subsidiaries to: (i) increase the wages, salaries, or incentive compensation or incentive compensation opportunities of any director, officer, employee or full time individual independent contractor of the Company or any of its Subsidiaries; provided that such increases in cash compensation shall be permitted for any individual who is not a director or senior executive of the Company in the ordinary course of business, but the aggregate amount of all such increases among all such individuals shall not exceed $500,000 (on an annualized basis); (ii) increase or accelerate the accrual rate, vesting, or timing of payment or funding of, any compensation, severance, retention, benefits or other rights of any current or former director, employee or full time individual independent contractor of the Company or any of its Subsidiaries or otherwise pay any amount to which any current or former director, employee or full time individual independent contractor of the Company or any of its Subsidiaries is not entitled; (iii) establish, adopt, amend, or become a party to any new employment, severance, retention, change in control, or consulting agreement or any employee benefit or compensation plan, program, commitment, policy, practice, arrangement, or agreement or amend, suspend or terminate any Company Employee Benefit Plan; provided that this clause shall not prohibit the Company or its Subsidiaries from (A) establishing a “top up retention pool” with costs not to exceed $2 million in the aggregate, based on the plan mutually agreed to by Parent and the Company, pursuant to which participants will be eligible to receive a retention payment subject to their continued employment with the Company through the 30th day following the Effective Date (such date, the “Retention Date”) (with participants remaining eligible to receive such payment in the event he or she is terminated without “cause” following the Effective Date but prior to the Retention Date), with the participants and individual awards thereunder as discussed and agreed to by Parent’s Chief Executive Officer, based on recommendations provided to Parent by the Company’s Chief Executive Officer), or (B) hiring at-will employees to replace employees who have left employment of the Company, so long as such hiring (and the applicable employment terms) is consistent with past practice; (iv) modify any Company Option, Company Restricted Stock Unit, or other equity-based award (except to the extent required by Section 2.15 and Section 2.16 of this Agreement); (v) make any discretionary contributions or payments to any trust or other funding vehicle or pay any discretionary premiums in respect of benefits under any Company Employee Benefit Plan; or (vi) establish, adopt, enter into, amend, suspend or terminate any collective bargaining agreement or other contract with any labor union, except as required by the terms of any collective bargaining agreement or other contract with any labor union in effect on the date hereof.

  • Expenses and Benefits (a) Employee shall be entitled to reimbursement for all reasonable and ordinary expenses incurred by Employee in the course of, and directly related to, the rendering of services pursuant to this Agreement in accordance with the Company’s policies for reimbursement of such expenses, and the limitations thereon, that are in effect at the time such expenses are incurred. Such expenses shall be supported by reasonable documentation and accepted standards and rules that the Company will put into place from time to time.

  • Accrued Compensation and Benefits Notwithstanding anything to the contrary in Section 2 and 3 above, in connection with any termination of employment upon or following a Change in Control (whether or not a Qualifying Termination or CIC Qualifying Termination), the Company or its subsidiary shall pay Executive’s earned but unpaid base salary and other vested but unpaid cash entitlements for the period through and including the termination of employment, including unused earned vacation pay and unreimbursed documented business expenses incurred by Executive prior to the date of termination (collectively “Accrued Compensation and Expenses”), as required by law and the applicable Company or its subsidiary, as applicable, plan or policy. In addition, Executive shall be entitled to any other vested benefits earned by Executive for the period through and including the termination date of Executive’s employment under any other employee benefit plans and arrangements maintained by the Company or its subsidiary, as applicable, in accordance with the terms of such plans and arrangements, except as modified herein (collectively “Accrued Benefits”). Any Accrued Compensation and Expenses to which the Executive is entitled shall be paid to the Executive in cash as soon as administratively practicable after the termination, and, in any event, no later than two and one-half (2-1/2) months after the end of the taxable year of the Executive in which the termination occurs or at such earlier time as may be required by applicable law or Section 10 below, and to such lesser extent as may be mandated by Section 9 below. Any Accrued Benefits to which the Executive is entitled shall be paid to the Executive as provided in the relevant plans and arrangements.

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