Treatment of Payments Tax Gross Up Sample Clauses

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,
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Treatment of Payments Tax Gross Up. 15 SECTION 11.01 Treatment of Tax Indemnity and Tax Benefit Payments 15 SECTION 11.02 Tax Gross Up 15 SECTION 11.03 Interest Under This Agreement 15 ARTICLE XII Disagreements 16 ARTICLE XIII Late Payments 16
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Treatment of Payments Tax Gross Up. 29 Section 12.01 Treatment of Tax Indemnity and Tax Benefit Payments 29 Section 12.02 Tax Gross Up 29 Section 12.03 Interest Under This Agreement 30 Section 13. Disagreements 30 Section 14. Late Payments 31 Section 15. Expenses 31 Section 16. General Provisions 31 Section 16.01 Addresses and Notices 31 Section 16.02 Counterparts; Entire Agreement; Corporate Power 31 Section 16.03 Waiver 32 Section 16.04 Severability 32 Section 16.05 Assignability 33 Section 16.06 Further Action 33 Section 16.07 Integration 33 Section 16.08 Headings 33 Section 16.09 Governing Law 33 Section 16.10 Amendment 33 Section 16.11 Xxxx Subsidiaries 33 Section 16.12 Successors 33 Section 16.13 Specific Performance 34 TAX MATTERS AGREEMENT This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of August 2, 2018, by and between NETGEAR, Inc., a Delaware corporation (“Parent”), and Xxxx Technologies, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Xxxx”) (collectively, the “Companies” and each a “Company”).
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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).
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Treatment of Payments Tax Gross Up. 15 SECTION 11.01 Treatment of Tax Indemnity and Tax Benefit Payments 15 SECTION 11.02 Tax Gross Up 15 SECTION 11.03 Interest Under This Agreement 15 ARTICLE XII Disagreements 16 ARTICLE XIII Late Payments 16 TABLE OF CONTENTS (continued) ARTICLE XIV Expenses 17 ARTICLE XV General Provisions 17 SECTION 15.01 Notices 17 SECTION 15.02 Binding Effect 17 SECTION 15.03 Waiver 17 SECTION 15.04 Confidentiality 18 SECTION 15.05 Severability 18 SECTION 15.06 Authority 18 SECTION 15.07 Further Action 18 SECTION 15.08 Integration 19 SECTION 15.09 Construction 19 SECTION 15.10 No Double Recovery 19 SECTION 15.11 Counterparts 19 SECTION 15.12 Governing Law; Jurisdiction 19 SECTION 15.13 Waiver of Jury Trial 20 SECTION 15.14 Amendment 20 SECTION 15.15 Subsidiaries 20 SECTION 15.16 Assignability 20 SECTION 15.17 Injunctions 20 TAX DISAFFILIATION AGREEMENT (this “Agreement”) entered into as of June 30, 2014, by and between NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (“NSAM”), and NORTHSTAR REALTY FINANCE CORP., a Maryland corporation ( “NorthStar Realty”).
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Treatment of Payments Tax Gross Up. 20 SECTION 14. Disagreements......................................................................... 21 SECTION 15.
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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.
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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”).
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Treatment of Payments Tax Gross Up 
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Related to Treatment of Payments Tax Gross Up

  • How Are Distributions from a Xxxx XXX Taxed for Federal Income Tax Purposes Amounts distributed to you are generally excludable from your gross income if they (i) are paid after you attain age 59½, (ii) are made to your beneficiary after your death, (iii) are attributable to your becoming disabled, (iv) subject to various limits, the distribution is used to purchase a first home or, in limited cases, a second or subsequent home for you, your spouse, or you or your spouse’s grandchild or ancestor, or (v) are rolled over to another Xxxx XXX. Regardless of the foregoing, if you or your beneficiary receives a distribution within the five-taxable-year period starting with the beginning of the year to which your initial contribution to your Xxxx XXX applies, the earnings on your account are includable in taxable income. In addition, if you roll over (convert) funds to your Xxxx XXX from another individual retirement plan (such as a Traditional IRA or another Xxxx XXX into which amounts were rolled from a Traditional IRA), the portion of a distribution attributable to rolled-over amounts which exceeds the amounts taxed in connection with the conversion to a Xxxx XXX is includable in income (and subject to penalty tax) if it is distributed prior to the end of the five-tax-year period beginning with the start of the tax year during which the rollover occurred. An amount taxed in connection with a rollover is subject to a 10% penalty tax if it is distributed before the end of the five-tax-year period. As noted above, the five-year holding period requirement is measured from the beginning of the five-taxable-year period beginning with the first taxable year for which you (or your spouse) made a contribution to a Xxxx XXX on your behalf. Previously, the law required that a separate five-year holding period apply to regular Xxxx XXX contributions and to amounts contributed to a Xxxx XXX as a result of the rollover or conversion of a Traditional IRA. Even though the holding period requirement has been simplified, it may still be advisable to keep regular Xxxx XXX contributions and rollover/ conversion Xxxx XXX contributions in separate accounts. This is because amounts withdrawn from a rollover/conversion Xxxx XXX within five years of the rollover/conversion may be subject to a 10% penalty tax. As noted above, a distribution from a Xxxx XXX that complies with all of the distribution and holding period requirements is excludable from your gross income. If you receive a distribution from a Xxxx XXX that does not comply with these rules, the part of the distribution that constitutes a return of your contributions will not be included in your taxable income, and the portion that represents earnings will be includable in your income. For this purpose, certain ordering rules apply. Amounts distributed to you are treated as coming first from your non-deductible contributions. The next portion of a distribution is treated as coming from amounts which have been rolled over (converted) from any non-Xxxx IRAs in the order such amounts were rolled over. Any remaining amounts (including all earnings) are distributed last. Any portion of your distribution which does not meet the criteria for exclusion from gross income may also be subject to a 10% penalty tax. Note that to the extent a distribution would be taxable to you, neither you nor anyone else can qualify for capital gains treatment for amounts distributed from your account. Similarly, you are not entitled to the special five- or ten- year averaging rule for lump-sum distributions that may be available to persons receiving distributions from certain other types of retirement plans. Rather, the taxable portion of any distribution is taxed to you as ordinary income. Your Xxxx XXX is not subject to taxes on excess distributions or on excess amounts remaining in your account as of your date of death. You must indicate on your distribution request whether federal income taxes should be withheld on a distribution from a Xxxx XXX. If you do not make a withholding election, we will not withhold federal or state income tax. Note that, for federal tax purposes (for example, for purposes of applying the ordering rules described above), Xxxx IRAs are considered separately from Traditional IRAs.

  • Return of Payments (i) If Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by Agent from Borrower and such related payment is not received by Agent, then Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind.

  • How Are Contributions to a Xxxx XXX Reported for Federal Tax Purposes You must file Form 5329 with the IRS to report and remit any penalties or excise taxes. In addition, certain contribution and distribution information must be reported to the IRS on Form 8606 (as an attachment to your federal income tax return.)

  • Apportionment of Payments Aggregate principal and interest payments in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Loans to which such payments relate, in each case proportionately to Lenders' respective Pro Rata Shares. Administrative Agent shall promptly distribute to each Lender, at its primary address set forth below its name on the appropriate signature page hereof or at such other address as such Lender may request, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees of such Lender when received by Administrative Agent pursuant to subsection 2.3. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter.

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