Reimbursement of Tax Liability Sample Clauses

Reimbursement of Tax Liability. Hard Rock shall pay to Navegante Gaming, LLC (“Navegante Gaming”) the total state and federal income tax liability of Operator, Navegante Gaming or any individual or affiliate who is liable for payment of taxes on behalf of Operator or Navegante Gaming that directly results from (i) Operator’s conduct of Gaming Operations at the Premises, (ii) any gain realized on the sale of the Gaming Assets or transfer of the Working Capital to HRHI or its designee upon the expiration or earlier termination of the Casino Sublease, and/or (iii) payment by Hard Rock of any and all such tax liability reimbursements, excluding, however, for purposes of the foregoing clauses (i)-(iii), any state or federal income tax liability resulting from amounts actually received by Operator pursuant to Section 1 of this Agreement, the Priority Management Fees actually received by Operator pursuant to Section 4.7 of the Casino Sublease, and such amount of the Casino Revenues as is actually retained by Operator pursuant to Section 4.5 of the Casino Sublease (all such amounts of state and federal tax liability, collectively, the “Tax Payment”). It is hereby understood and agreed that any tax payments or tax liabilities that constitute Casino Expenses under the Casino Sublease shall be paid from Casino Revenues in accordance with the terms of the Casino Sublease and are not reimburseable by Hard Rock under this Section 6. The actions described in the foregoing clauses (i)-(iii) above are hereinafter referred to as the “Taxable Actions”. The Tax Payment shall be paid to Navegante Gaming not later than the fifteenth (15th) business day after the later of (a) the date on which the final tax return for Navegante Gaming has been filed with the applicable Governmental Authorities and (b) the date on which Hard Rock receives a copy of such final tax return. If such final tax return is amended to reflect, or the applicable Governmental Authorities notify Navegante Gaming or Operator that, additional tax deductions or tax benefits have accrued to Operator or Navegante Gaming as a result of the Taxable Actions, then such tax deduction or tax benefit shall be offset against the Tax Payment and, if there has been an overpayment to Navegante Gaming of the Tax Payment, any such overpayment amount shall be promptly refunded to Hard Rock. If such final tax return is amended to reflect, or the applicable Governmental Authorities notify Navegante Gaming or Operator that, additional taxes are owed as a result...
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Reimbursement of Tax Liability. MCE agrees to reimburse the Shareholders for taxes in an amount equal to twenty-four percent (24%) of the taxable income for the period of March 1, 1998 through the Effective Time (the "March Stub Tax Period"). This is intended to approximate the difference between the tax on ordinary income during the March Stub Tax Period and the tax benefit derived from the increase in the tax basis in the Shareholder's stock plus the capital gains tax on the tax reimbursement. The taxable income for the March Stub Tax Period will be equal to the taxable income for the month of March multiplied by a fraction, the numerator of which shall be the number of calendar days during the March Stub Tax Period and the denominator of which will be 31.

Related to Reimbursement of Tax Liability

  • Allocation of Tax Liabilities The provisions of this Section 2 are intended to determine each Company's liability for Taxes with respect to Pre-Distribution Periods. Once the liability has been determined under this Section 2, Section 5 determines the time when payment of the liability is to be made, and whether the payment is to be made to the Tax Authority directly or to another Company.

  • Payment of Taxes, Etc Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.

  • Payment of Taxes The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.

  • Payment of Taxes and Claims The Company will and will cause each of its Subsidiaries to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

  • Payment of Taxes and Expenses The Company shall pay any recording, filing, stamp or similar tax which may be payable in respect of any transfer involved in the issuance of, and the preparation and delivery of certificates (if applicable) representing, (i) any Exercise Shares purchased upon exercise of this Warrant and/or (ii) new or replacement warrants in the Holder’s name or the name of any transferee of all or any portion of this Warrant.

  • Payment of Taxes and Claims; Tax Consolidation The Company shall pay, and cause each of its Subsidiaries to pay, (a) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (b) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 7.03) upon any of the Company’s or such Subsidiary’s property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, however, that no such taxes, assessments and governmental charges referred to in clause (a) above or claims referred to in clause (b) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor.

  • Payment of Taxes and Assessments The lessee shall pay prior to delinquency all taxes and assessments accruing against the leasehold.

  • Payment of Tax To the extent a Party is required by applicable Law to deduct and withhold taxes on any payment to the other Party, the paying Party shall pay the amounts of such taxes to the proper Governmental Authority in a timely manner and promptly transmit to the other Party an official tax certificate or other evidence of such withholding sufficient to enable such other Party to claim such payment of taxes.

  • No Credit for Payment of Taxes or Imposition Such Pledgor shall not be entitled to any credit against the principal, premium, if any, or interest payable under the Credit Agreement, and such Pledgor shall not be entitled to any credit against any other sums which may become payable under the terms thereof or hereof, by reason of the payment of any Tax on the Pledged Collateral or any part thereof.

  • Tax Returns and Payment of Taxes (A) All tax returns required to be filed by Ventas and each Subsidiary have been timely filed in all jurisdictions where such returns are required to be filed; (B) Ventas and each Subsidiary have paid all taxes, including, but not limited to, income, value added, property and franchise taxes, penalties and interest, assessments, fees and other charges due or claimed to be due from such entities or that are due and payable, other than those being contested in good faith and for which reserves have been provided in accordance with generally accepted accounting principles (“GAAP”) or those currently payable without penalty or interest; and (C) Ventas and each Subsidiary have complied with all withholding tax obligations; except in the case of any of clause (A), (B) or (C), where the failure to make such required filings, payments or withholdings is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

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