TAX LIABILITY REIMBURSEMENT Sample Clauses

TAX LIABILITY REIMBURSEMENT. In the event Tenant seeks reimbursement pursuant to this Agreement of any Existing Project Reimbursable Tax Liability, Tenant shall deliver to Xxxx from time to time a written notice describing the relevant Triggering Event and a reasonable calculation of the amount of the Existing Project Tax Liability Payment estimated to be due in connection therewith; provided, however, Tenant must so notify Xxxx of any Existing Project Reimbursable Tax Liability for which Tenant seeks payment before 5:00 p.m. Minneapolis time on the first January 15th occurring after the fifth (5th) anniversary of the Rent Commencement Date (the "Final Notice Date"). Tenant further agrees to deliver to Xxxx such additional substantiation of the Existing Project Reimbursable Tax Liability as Xxxx xxx reasonably request to confirm the same. Within twenty (20) days after the later to occur of (y) the date Tenant delivers to Xxxx such substantiation of the Existing Project Reimbursable Tax Liability as Xxxx xxx reasonably request, including, if appropriate, a copy of Tenant's Form 1065, Schedule K-1 for the Existing Project Partnership disclosing income includable in the Tenant's income for the fiscal year of Tenant for which Tenant seeks reimbursement, or (z) the end of such fiscal year of Tenant, Xxxx shall pay to Tenant at the address provided in Section 5.5 of this Agreement an amount (the "Existing Project Tax Liability Payment") equal to the Existing Project Reimbursable Tax Liability for any Existing Project Fiscal Year ending on or within such fiscal year of Tenant; provided, however, that to the extent not previously accounted for in any prior calculation of any previous Existing Project Tax Liability Payment, each Existing Project Tax Liability Payment shall be reduced by the excess, if any, of (a) the cumulative Cash Receipts received by the Tenant after the date of this Agreement, over (b) the product of the Marginal Tax Rate times the total cumulative amount of net income or gains, if any, previously recognized by Tenant for federal and state income tax purposes as a result of Tenant's interest in or the Existing Project Partnership for all Existing Project Fiscal Years ending after the date of this Agreement (regardless whether such net income or gains are generated from a Triggering Event, but excluding any net income or gains to be recognized by Tenant as a result of the Triggering Event for which the calculation hereunder is being made); and provided further, in no event ...
Sample 1
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TAX LIABILITY REIMBURSEMENT. At the Closing or, if the Ghana Business is a Deferred Business, on the applicable Deferred Transfer Date on which the Ghana Business (or, for the avoidance of doubt, any portion thereof) transfers, Parent shall pay to Buyer an amount equal to $108.5 million in respect of current and deferred net Tax liabilities of the Transferred Companies as of the Economic Effective Time, which payment may be offset by Buyer against the Closing Payment or the Deferred Purchase Price for the Ghana Business. Subject to Section 1.3(a), Parent and its Affiliates shall have no other liability or obligation for any such Tax liabilities arising at or prior to the Economic Effective Time.
Sample 1

Related to TAX LIABILITY REIMBURSEMENT

  • Tax Reimbursement (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payments or distributions by Ceridian to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any payments required under this Section 7.04) (collectively, the "Payments") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that, after payment by Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including any income taxes and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

  • Premium Tax Reimbursement The Reinsurer will not reimburse the Ceding Company for premium taxes.

  • Expense Reimbursement The Executive shall be entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with his duties under this Agreement in accordance with the policies of the Company as in effect from time to time.

  • Expense Reimbursements To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

  • Loss Reimbursement Subadviser shall reimburse the Account for any material error to the Fund's net asset value caused by Subadviser's breach of its standard of care, as set forth in the following sentence that is a direct cause of a delay in the accurate daily pricing of the Fund. In managing the Account, Subadviser shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

  • Business Expense Reimbursement During the Term of employment, the Executive shall be entitled to receive proper reimbursement for all reasonable, out-of-pocket expenses incurred by the Executive (in accordance with the policies and procedures established by the Company for its senior executive officers) in performing services hereunder, provided the Executive properly accounts therefore.

  • Insurance Costs Any and all insurance charges of or relating to all insurance policies and endorsements deemed by Landlord to be reasonably necessary or desirable and relating in any manner to the protection, preservation, or operation of the Building or any part thereof.

  • Compensation and Expense Reimbursement A. Client will pay the Company, as compensation for the services provided for in this Agreement and as reimbursement for expenses incurred by Company on Client's behalf, in the manner set forth in Schedule A annexed to this Agreement which Schedule is incorporated herein by reference.

  • Business Expense Reimbursements During the Term, the Company shall promptly reimburse Executive for Executive’s reasonable and necessary business expenses in accordance with the Company’s then-prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred).

  • Compensation; Reimbursement At the closing of each Offering (each, a “Closing”), the Company shall compensate Xxxxxxxxxx as follows:

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