3. Tax Liability

Definition of Tax Liability

  1. Tax Liability means any amount of tax and/or employees' social security (or similar) contributions which any Group Company becomes liable to pay on the Participant's behalf to the revenue authorities in any jurisdiction.
  2. Tax Liability means, for the relevant period, the product of (i) the highest individual federal income tax rate applicable to capital gains (taking into account the relevant holding period for the applicable asset) in effect for such period, and (ii) the largest quotient obtained by dividing (a) each Partner's (other than TCO's) allocable share of net capital gain (as defined in Section 1222(11) of the Code) of the Partnership for such period, by (b) such Partner's (other than TCO's) Percentage Interest on the Relevant Date, taking into account allocation of gain pursuant to Section 704(c) of the Code, except that a Partner's allocation of gain shall not be taken into account to the extent that (x) the Partnership has made or is required to make, by way of indemnification or otherwise, a payment to such Partner with respect to an allocation of gain, or (y) such Partner has otherwise agreed not to include the gain allocable to such Partner in the calculation of the Tax Liability; provided, however, that in no event shall the Tax Liability for any period exceed the cash proceeds received or to be received by the Partnership on the sale during such period of capital assets.3. Section 6.1 of the Partnership Agreement is hereby amended to add the following new paragraph (d) at the end thereof:(d) In the event the consent, approval, or concurrence of a Limited Partner or of the Limited Partners is required under this Agreement, including, without limitation, for purposes of an amendment to this Agreement, such consent, approval, or concurrence on behalf of each of the Davis Street Limited Partners shall be given or withheld by the Davis Street Limited Partners then constituting a Majority in Interest of the Davis Street Limited Partners. To obtain such consent, approval, or concurrence, the Managing General Partner shall send a written request for consent, approval, or concurrence to each of the Davis Street Limited Partners who are Record Partners, and the consent, approval, or concurrence shall be deemed given by each such Davis Street Limited Partner unless a Majority in Interest of the Davis Street Limited Partners, within ten (10) Business Days after the date of the request therefor, send the Managing General Partner a written notice indicating that a Majority in Interest of the Davis Street Limited Partners do not consent, approve, or concur. 4. As amended by this Eighth Amendment, all of the provisions of the Partnership Agreement are hereby ratified and confirmed and shall remain in full force and effect.IN WITNESS WHEREOF, the undersigned Appointing Persons, in accordance with Section 13.11 hereof, on behalf of all of the Partners, have entered into this Amendment as of the date first-above written.TAUBMAN CENTERS, INC., a Michigan corporationBy: _________________________________Its: _________________________________TG PARTNERS LIMITED PARTNERSHIP, a Delaware limited partnershipBy: TG Michigan, Inc., a Michigan corporation, Managing General PartnerBy: _____________________________Its:______________________________ TAUB-CO MANAGEMENT, INC., a Michigan corporationBy: ________________________________Its: ________________________________ACTIVE.9669188.4

Examples of Tax Liability in a sentence

  1. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax Liability or withholding obligations that arise as a result of this Agreement by delivering to the Company any shares of capital stock of the Company.
  2. Optionee shall indemnify and keep indemnified the Company and any of its Subsidiaries from and against any Tax Liability.
  3. Scripps shall be responsible for, and shall indemnify and hold Scripps Spinco and the Scripps Spinco Affiliates harmless against all Combined Return Tax liabilities in respect of members of the Scripps Group; provided, however, that Scripps Spinco shall be liable for and shall pay Scripps the Scripps Spinco Group State Tax Liability for each Combined Return for all taxable years ending on, before or including the Distribution Date.

Definition of Tax Liability in Purchase Agreement

Tax Liability means any Liability in respect of Taxes.

Definition of Tax Liability in Tax Sharing and Indemnification Agreement

Tax Liability means any amount of tax and/or employees' social security (or similar) contributions which any Group Company becomes liable to pay on the Participant's behalf to the revenue authorities in any jurisdiction.

Definition of Tax Liability in Notice

Tax Liability means any amount of tax or social security contributions for which a Participant would or may be liable and for which any Group Member or former Group Member would or may be obliged to (or would or may suffer a disadvantage if it were not to) account for to any relevant authority;