Tax Liability means, as to any Member as of the close of any fiscal year or other accounting period, (i) the amount of net taxable income and gain of the Company allocated with respect to such Member's interest in the Company (including to predecessor holders) pursuant to Section 6 for periods through and including the close of such fiscal year or other accounting period, multiplied by (ii) the highest combined federal and state rate (taking into account any federal deductibility of state taxes and vice versa, and any applicable capital gain or other preferences) applicable to individual residents of Massachusetts, in the case of allocations to the Class B Member or the Class
Optionee shall indemnify and keep indemnified the Company and any of its Subsidiaries from and against any Tax Liability.
The Company shall provide written notice to the IEDC not more than thirty (30) days after it makes or receives a proposal that would transfer its Indiana State Tax Liability obligations to a successor taxpayer.
The Agreement specifies the terms of this credit for the Company, against its Indiana state tax liability, as defined by Indiana Code SS 6-313-9 ("State Tax Liability"), for each Taxable Year (as defined in Paragraph 4 below).
Seller shall comply with the disclosure requirements concerning its Michigan unemployment experience rate and contributions by completing and delivering to Purchaser a Form MUIA 1027 Business Transferor's Notice to Transferee of Unemployment Tax Liability and Rate.
The Company shall have the right at the time of exercise of any Stock Option, the grant of an Award, or the lapse of restrictions on Award Shares, to make adequate provision for any federal, state, local or foreign taxes which it believes are or may be required by law to be withheld with respect to such exercise (the "Tax Liability"), to ensure the payment of any such Tax Liability.