Transition Period Tax Sample Clauses

Transition Period Tax. Notwithstanding Section 2.02(b)(i), if, as a result of a Determination, any member of the Abbott Group incurs a Tax Detriment for a Post-Distribution Period with respect to any transaction undertaken pursuant to any of the TMDS Agreements or the ICO Agreement, other than a transaction to effect a Local Closing, Hospira shall be responsible for, and shall indemnify and hold harmless the Abbott Group from and against any liability for, an amount equal to 50 percent of the sum of such Tax Detriment, reasonable attorney fees, and other costs incurred with respect thereto (the “Transition Period Tax”) whether or not any Tax Benefit results to any member of the Hospira Group; provided, however, if, at any time there is: (i) a merger or consolidation of Hospira; (ii) the sale of all or substantially all of the assets of Hospira; or (iii) the acquisition by a Third Party of at least 30 percent of the combined voting power of the then-outstanding securities of Hospira entitled to vote generally in the election of directors, Hospira shall indemnify Abbott for 100 percent of any Transition Period Tax with respect to which a Determination occurs after the occurrence of the event described in clauses (i) through (iii) above, unless (a) the resulting, surviving, or transferee Person described above in clauses (i) through (iii) above assumes all the obligations of Hospira hereunder by operation of law or pursuant to an agreement and (b) Abbott consents to such assumption, (which consent shall not be withheld unreasonably). It shall not be deemed to be unreasonable for Abbott to withhold consent on the basis that the Person proposing to make such assumption is a competitor of Abbott.
Sample 1
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Related to Transition Period Tax

  • Transition Period Due to the nature of our purchasing process, the District often requires an existing service provider to continue to provide goods and/or services while the District is in the process of advertising, evaluating, and awarding a contract for the provision of the same goods and/or services in the future. To accommodate this process, the Contractor shall agree to maintain the same terms and conditions set forth in this Agreement for a period up to ninety (90) days after the automatic termination of this Agreement at the end of its term, if requested by the District, as a transition period. In addition, if the Contractor is not the successful bidder for a future solicitation for the same or similar services, he or she shall agree to provide the same goods and/or services provided in this Agreement for a period up to ninety (90) days to allow for an orderly transition to the new provider. The District and the Contractor may mutually agree to a longer transition period.

  • PRORATION PERIOD The Tenant: (check one) ☐ - Shall take possession of the Premises before the start of the Lease Term on , 20 and agrees to pay $ for the proration period. The proration rate is calculated by the monthly Rent on a daily basis which shall be paid by the Tenant upon the execution of this Agreement. ☐ - Shall not be taking possession of the Premises before the Lease Term.

  • Transitional Period At the end of the transitional period as defined in Article 10(2) of the Directive, the contracting parties shall cease to apply the withholding/retention tax and revenue sharing provided for in this Agreement and shall apply in respect of the other contracting party the automatic exchange of information provisions in the same manner as is provided for in Chapter II of the Directive. If during the transitional period either of the contracting parties elects to apply the automatic exchange of information provisions in the same manner as is provided for in Chapter II of the Directive it shall no longer apply the withholding/retention tax and the revenue sharing provided for in Article 9 of this Agreement.

  • Planning Period  Middle and High School teachers shall have one normal instructional period each day as preparation time or a cumulative plan time each week that would be equal to 160 minutes per four

  • Meal Period ‌ A Contractor shall schedule an unpaid period of not more than 1/2 hour duration at the work location between the 3rd and 5th hour of the scheduled shift. A Contractor may, for efficiency of operation, establish a schedule which coordinates the meal periods of two or more crafts or which provides for staggered lunch periods within a craft or trade. If an employee is required to work through the meal period, the employee shall be compensated in a manner established in the applicable Schedule A.

  • Vacation Period ‌ The choice of vacation periods shall be granted to employees on the basis of seniority with the Employer except where the period requested would be detrimental to the operation of the Employer.

  • Termination Period This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.

  • HSR Waiting Period If applicable, the waiting period under the HSR Act applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated without any adverse condition attached thereto.

  • Retention Period The Engineer shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred and services provided (hereinafter called the Records). The Engineer shall make the records available at its office during the contract period and for seven (7) years from the date of final payment under this contract, until completion of all audits, or until pending litigation has been completely and fully resolved, whichever occurs last.

  • Transition Review Period In accordance with Article 35, Layoff and Recall, the Employer may require an employee to complete a transition review period.

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