Treatment of Payments Tax Gross Up Clause Samples
The "Treatment of Payments; Tax Gross Up" clause defines how payments under an agreement are to be handled in relation to taxes. Typically, it requires that if any taxes are withheld from payments due to the recipient, the payer must increase the payment amount so that the recipient receives the full amount as if no taxes had been withheld. For example, if a cross-border payment is subject to withholding tax, the payer covers the tax so the payee is not disadvantaged. This clause ensures that tax obligations do not reduce the net amount received by the payee, thereby allocating the risk of tax deductions to the payer and maintaining the intended economic benefit for the recipient.
Treatment of Payments Tax Gross Up. 13.1 Treatment of Tax Indemnity and Tax Benefit Payments. n the absence of any change in tax treatment under the Code or other applicable Tax Law,
(a) any Tax indemnity payments made by a Company under Section 5 shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution Closing Date, but only to the extent the payment does not relate to a Tax allocated to the payor in accordance with Treasury Regulation Section 1.1502-33(d) (or under corresponding principles of other applicable Tax Laws); and
(b) any Tax Benefit payments made by a Company under Section 6, shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution Closing Date, but only to the extent the payment does not relate to a Tax allocated to the payor in accordance with Treasury Regulation Section 1.1502-33(d) (or under corresponding principles of other applicable Tax Laws).
Treatment of Payments Tax Gross Up. (a) Except to the extent otherwise required by a change in Tax treatment under the Code or other applicable Tax law, SpinCo and Parent agree that, for all Income Tax purposes, (i) any indemnity payment payable pursuant to this Agreement or by the Separation and Distribution Agreement or the Employee Matters Agreement (not including, for the avoidance of doubt, any payment to fund the Parent Non-Qualified Liabilities) shall be treated as if it occurred immediately prior to the Distribution and shall be treated as being distributed or contributed, as appropriate, pursuant to the Plan of Reorganization that includes the Distribution and (ii) any payment of interest or state Income Taxes by or to a Tax Authority, as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment. The Parties shall cooperate in good faith (including, where relevant, by using commercially reasonable efforts to establish local payment arrangements between each Party’s Subsidiaries) to minimize or eliminate, to the extent permissible under applicable law, any Tax that would otherwise be imposed with respect to any payment required by this Agreement or by the Separation and Distribution Agreement (or maximize the ability to obtain a credit for, or refund of, any such Tax).
(b) If, notwithstanding the manner in which payments described in Section 8.3(a) were reported, there is an adjustment to the Tax liability of a Party as a result of its receipt or payment pursuant to this Agreement or the Separation or Distribution Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receive.
(c) Notwithstanding anything in this Agreement to the contrary, to the extent a Party makes a payment of interest to another Party under this Agreement with respect to the period from (i) the date that the payor was required to make a payment to the payee to (ii) the date that the payor actually made such payment, the interest payment shall be treated as interest expense to the payor (deductible to the extent provided by law) and as interest income by the payee (includible in inc...
Treatment of Payments Tax Gross Up. 34 Section 13.01 Treatment of Tax Indemnity and Tax Benefit Payments 34 Section 13.02 Tax Gross Up 34 Section 13.03 Interest 34 Section 14. Disagreements 34 Section 15. Late Payments 35
Treatment of Payments Tax Gross Up. 20 SECTION 14. Disagreements......................................................................... 21 SECTION 15.
Treatment of Payments Tax Gross Up. 31 Section 13.01 Treatment of Tax Indemnity and Tax Benefit Payments 31 Section 13.02 Tax Gross Up 31 Section 13.03 Interest Under This Agreement 31 Section 14. Disagreements 31 Section 15. Late Payments 32 Section 16. Expenses 33 Section 17. General Provisions 33 Section 17.01 Addresses and Notices 33 Section 17.02 Binding Effect 33 Section 17.03 Waiver 33 Section 17.04 Severability 34 Section 17.05 Authority 34 Section 17.06 Further Action 34 Section 17.07 Integration 34 Section 17.08 Construction 34 Section 17.09 No Double Recovery 34 Section 17.10 Counterparts 35 Section 17.11 Governing Law 35 Section 17.12 Jurisdiction 35 Section 17.13 Amendment 35 Section 17.14 SpinCo Subsidiaries 35 Section 17.15 Successors 35 Section 17.16 Injunctions 35 TAX SHARING AGREEMENT This TAX SHARING AGREEMENT (this “Agreement”) is entered into as of July 31, 2010, by and among Motorola, Inc., a Delaware corporation (“Motorola”), Motorola SpinCo Holdings Corporation, a Delaware corporation and a wholly owned subsidiary of Motorola (“SpinCo”), and Motorola Mobility, Inc., a Delaware corporation and a wholly owned subsidiary of Motorola (“Mobility”) (Motorola and SpinCo are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as the “Company”).
Treatment of Payments Tax Gross Up. To the extent permitted by applicable law, the parties agree that any payment made pursuant to this Agreement shall be treated as a capital contribution or dividend distribution, as the case may be, immediately prior to the Effective Date, for all Tax purposes, and accordingly, as not includible in the taxable income of the recipient. If notwithstanding the manner in which such payments were reported, there is an adjustment to the Tax liability of any Indemnitee as a result of its receipt of a payment pursuant to this Agreement, such payment shall be made on an After Tax Basis. Sabre or AMR will pay any amount due and payable pursuant to this Agreement on or before the 15th day following the earlier of written agreement or final determination that such amount is due and payable. All payments shall be made by wire transfer to the bank account designated by the Indemnitee for such purposes, and on the date of such wire transfer the Indemnitor shall give the Indemnitee notice of the transfer.
Treatment of Payments Tax Gross Up. 30 Section 13.01 Treatment of Tax Indemnity and Tax Benefit Payments. 30 Section 13.02 Tax Gross Up. 30 Section 13.03 Interest. 30 Section 14. Disagreements. 30 Section 15. Late Payments 31 Section 16. Expenses. 31 Section 17. General Provisions. 31 Section 17.01 Addresses and Notices. 31 Section 17.02 Assignability. 32 Section 17.03 Waiver. 33 Section 17.04 Severability. 33 Section 17.05 Authority. 33 Section 17.06 Further Action 33 Section 17.07 Integration. 33 Section 17.08 Construction. 33 Section 17.09 No Double Recovery. 34 Section 17.10 Counterparts. 34 Section 17.11 Governing Law. 34 Section 17.12 Jurisdiction. 34 Section 17.13 Amendment. 34 Section 17.14 Concentrix Subsidiaries. 35 Section 17.15 Successors. 35 Section 17.16 Injunctions. 35 This TAX MATTERS AGREEMENT (this “TMA”) is entered into as of November 30, 2020, by and between SYNNEX Corporation, a Delaware corporation (“SYNNEX”), and Concentrix Corporation, a Delaware corporation and a wholly owned subsidiary of SYNNEX (“Concentrix”) (collectively, the “Parties” and each a “Party”).
Treatment of Payments Tax Gross Up