Windfall Sample Clauses

Windfall. 3.1 The Buyer shall at the written request of the Sellers require the Auditors to determine (as experts and not as arbitrators and at the sole expense of the Sellers) whether any Tax Liability which has resulted in any sum having been paid by the Sellers under the Tax Covenant or in respect of the Tax Warranties (such sum being the Relevant Amount), has given rise to a relief which is not an Accounts Relief and which would not otherwise have arisen (Windfall Relief) and a liability of the Target to make an actual payment of Tax (not being a Relevant Tax Liability) has been satisfied or avoided by the use of that Windfall Relief and, if the Auditors so determine, the lesser of the amount by which that liability has been satisfied or avoided and the Relevant Amount, shall be dealt with in accordance with paragraph 3.2.
Sample 1
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Related to Windfall

  • Profits Except as otherwise provided herein, profits for each year of the Partnership shall be allocated among the Partners pro rata in accordance with their respective Partnership Interests as specified on Exhibit B.

  • Ad Valorem Taxes Prior to delinquency, Tenant shall pay all taxes and assessments levied upon trade fixtures, alterations, additions, improvements, inventories and personal property located and/or installed on or in the Premises by, or on behalf of, Tenant; and if requested by Landlord, Tenant shall promptly deliver to Landlord copies of receipts for payment of all such taxes and assessments. To the extent any such taxes are not separately assessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced by Landlord.

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  • Franchise The authorization granted by the Township to construct, operate and maintain a Cable System within the corporate limits of the Township as embodied in the terms and conditions of this Agreement.

  • Distribution of Profits Any and all net income accruing to the Joint Venture shall be distributed equally to the Parties.

  • Penalties Business Associate understands that: (a) there may be civil or criminal penalties for misuse or misappropriation of PHI and (b) violations of this Agreement may result in notification by Covered Entity to law enforcement officials and regulatory, accreditation, and licensure organizations.

  • Taxes, Etc Any taxes, fees and expenses in connection with the purchase and registration under the Buyers’ flag shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account.

  • Income In determining individual “income,” Subscriber should add to Subscriber’s individual taxable adjusted gross income (exclusive of any spousal income) any amounts attributable to tax exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to an IXX or Kxxxx retirement plan, alimony payments, and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income.

  • Profit After giving effect to the special allocations set forth in Section 5.01(c), (d), and (e) hereof, and subject to Section 5.01(f), Profit of the Partnership for each fiscal year of the Partnership shall be allocated to the Partners in accordance with their respective Percentage Interests.

  • Taxes on Income Each Party shall be solely responsible for the payment of all taxes imposed on its share of income arising directly or indirectly from the efforts of the Parties under this Agreement.

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