Increased Taxes means the amount by which the Taxes the Shareholders and the Company are required to pay as a result of the Section 338(h)(10) Election exceeds the Taxes the Shareholders and the Company would be required to pay in respect of the Shareholders’ exchange of Company stock for the Merger Consideration in the absence of such Section 338(h)(10) Election, but shall not include any Tax imposed on the Company or its subsidiaries attributable to the making of the Section 338(h)(10) Election which are imposed under Code Section 1374. For purposes of clarification, Parent’s indemnity shall include any additional foreign, state and local income, sales or other tax liability imposed on the Shareholders or the Company (including taxes imposed on the receipt of any Gross Up Payments) other than any tax imposed under Code Section 1374.
Increased Taxes has the meaning set forth in Article 7.7 of this Agreement.
Increased Taxes with respect to any Tax Year shall mean the amount, if any, by which Real Estate Taxes for such Tax Year exceed the amount of Real Estate Taxes for the Base Real Estate Tax Year set forth in the Basic Lease Information. Notwithstanding the foregoing, if any reassessment, reduction or recalculation of any item included in Real Estate Taxes during the Term results in a reduction of Real Estate Taxes, then for purposes of calculating Tenant’s Share of Increased Real Estate Taxes from and after the year in which such adjustment occurs, Real Estate Taxes for the Base Real Estate Year shall be adjusted to reflect such reduction.
Examples of Increased Taxes in a sentence
If the Landlord has elected that the Tenant pay Tenant’s Share of Increased Taxes in installments, in advance, then, at any time during a Tax Year, the Landlord may re-estimate Tenant’s Share of Increased Taxes and thereafter adjust the Tenant’s monthly installments payable during the Tax Year to reflect more accurately Tenant’s Share of Increased Taxes.
In addition to Tenant’s Share of Increased Taxes, the Tenant shall pay to the appropriate agency any sales, excise and other tax (not including, however, the Landlord’s income taxes) levied, imposed or assessed by the State of Maryland or any political subdivision thereof or other taxing authority upon any Rent payable hereunder.
For each Tax Year, the Tenant shall pay to the Landlord, in the manner provided herein, Tenant’s Share of Increased Taxes.
Only about 25% of patients have an ad- vance directive and those that do have likely not discussed it with their family or their doctor.24 Much of my job as a clinical ethicist is trying help families think through what their loved ones would have wanted at the end of life, and most simply have no idea.
How we implemented the factor ‘incidence’ is discussed in the next section.
More Definitions of Increased Taxes
Increased Taxes means, with respect to each Indemnitee, an amount, determined by the Company in its sole discretion, equal to the excess of (i) the excess of Taxes payable by the Indemnitee in respect of Partnership Items for all Covered Periods over the Taxes in respect of Partnership Items shown as payable on Returns for all such periods as originally filed (or as amended prior to the date hereof) over (ii) the amount of any Tax benefits (including deductions, credits or refunds) estimated by the Company, in its sole discretion, to be available to such Indemnitee in any period as a result of the increase in Taxes described in clause (i) of this definition; provided, however, that, unless otherwise determined by the Company, in its sole discretion, any adjustments arising from (I) the Internal Revenue Service examination of the Returns of the Partnership (including the Returns of its Affiliates) for its 1991, 1992 and 1993 taxable years and any resulting correlative adjustments, whether in the same or other periods (including state and local tax adjustments), (II) an Indemnitee's individual circumstances and (III) correlative adjustments resulting from Returns as originally filed, shall not be taken into account in determining Increased Taxes.
Increased Taxes means, with respect to each Indemnitee, an amount, determined by the Company in its sole discretion, equal to the excess of (i) the excess of Taxes payable by the Indemnitee in respect of Group LLC Items for all Covered Periods over the Taxes in respect of Group LLC Items shown as payable on Returns for all such periods as originally filed (or as amended prior to the date hereof) over (ii) the amount of any Tax benefits (including deductions, credits or refunds) estimated by the Company, in its sole discretion, to be available to such Indemnitee in any period as a result of the increase in Taxes described in clause (i) of this definition; provided, however, that, unless otherwise determined by the Company, in its sole discretion, any adjustments arising from (A) an Indemnitee’s individual circumstances, (B) correlative adjustments resulting from Returns as originally filed and (C) the issuance of any membership interests in Group LLC to an Indemnitee, including without limitation any adjustments arising from any difference or perceived difference between the assumed value of such membership interests at the time of issuance and their fair market value at such time, shall not be taken into account in determining Increased Taxes.
Increased Taxes payable by Sublessor under Paragraphs 8.3 and 10.2 of the Master Lease are less than the estimated payments made by Sublessor, then Sublessee shall be entitled to receive a refund from Sublessor for any Additional Rent paid by Sublessee which exceeds Sublessee's Share of the actual expenses for such calendar year. As used herein, the term "Sublessee's Share" means a percentage, the numerator of which is the rentable area of the Subleased Premises, and the denominator of which is 64,800 square feet.
Increased Taxes means, with respect to each Indemnitee, an amount, determined by the Company in its reasonable discretion, equal to the excess of (i) the excess of Taxes payable by the Indemnitee in respect of Holding Items for all Covered Periods over the Taxes in respect of Holding Items shown as payable on Returns for all such periods as originally filed (or as amended prior to the date hereof) over (ii) the amount of any Tax benefits (including deductions, credits or refunds) estimated by the Company, in its sole discretion, to be available to such Indemnitee in any period as a result of the increase in Taxes described in clause (i) of this definition; provided, however, that, unless otherwise determined by the Company, in its sole discretion, any adjustments arising from (A) an Indemnitee's individual circumstances and (B) correlative adjustments resulting from Returns as originally filed shall not be taken into account in determining Increased Taxes.
Increased Taxes means, with respect to each Indemnitee, an amount, determined by the Company in its sole discretion, equal to the excess of (i) the excess of Taxes payable by the Indemnitee in respect of ATC LLC Items for all Covered Periods over the Taxes payable by such Indemnitee in respect of ATC LLC Items based on K-1's provided by ATC LLC or AA Inc. to such Indemnitee prior to the date hereof; over (ii) the amount of any Tax benefits (including deductions, credits or refunds) estimated by the Company, in its sole discretion, to be available to such Indemnitee in any period as a result of the increase in Taxes described in clause (i) of this definition; provided, however, that, unless otherwise determined by the Company, in its sole discretion, any adjustments arising from (I) an Indemnitee's individual circumstances, (II) correlative adjustments resulting from Returns as originally filed and (III) the issuance of any membership interests in ATC LLC (or stock in its corporate predecessor) to an Indemnitee, including without limitation any adjustments arising from any difference or perceived difference between the assumed value of such membership interests (or stock) at the time of issuance and their fair market value at such time, shall not be taken into account in determining Increased Taxes.
Increased Taxes means, with respect to each Indemnitee, an amount, determined by the Company in its sole discretion, equal to the excess of (i) the excess of Taxes payable by the Indemnitee in respect of Indemnifiable Items for all Covered Periods over the Taxes in respect of Indemnifiable Items reflected on Returns for all such periods as originally filed (or as amended prior to the date hereof) over (ii) the amount of any Tax benefits (including deductions, credits or refunds) estimated by the Company, in its sole discretion, to be available to such Indemnitee in any period as a result of any excess described in clause (i) of this definition; provided, however, that, unless otherwise determined by the Company, in its sole discretion, any adjustments arising from (I) an Indemnitee's individual circumstances and (II) correlative adjustments resulting from Returns as originally filed, shall not be taken into account in determining Increased Taxes.
Increased Taxes means the Real Property Taxes for any calendar year during the term of this Agreement, less the Baseline Taxes.