Disallowed Deductions Sample Clauses

Disallowed Deductions. (i) If, in connection with any audit or other investigation by any taxing authority of any Taxes payable by the Shareholders for any period ending on or prior to the Closing Date (x) any deduction claimed by any of the Shareholders with respect to any such pre-Closing tax period is disallowed by the taxing authority conducting such audit or investigation and (y) the taxing authority which is conducting such audit or investigation agrees that the Purchaser or any of the Companies will be permitted to use such deduction for purposes of calculating the Taxes due and payable by the Purchaser or any of the Companies with respect to any period ending after the Closing Date (any such deduction being hereinafter referred to as a Shareholders' Disallowed Deduction), then the Purchaser agrees to pay to the Shareholders an amount equal to the amount of the Shareholders' Disallowed Deduction multiplied by the applicable tax rate of the Purchaser or the Companies, as the case may be, in the jurisdiction in which such Tax audit or investigation is being conducted and in the year the Shareholders' Disallowed Deduction may be used by the Purchaser or the Companies, no later than thirty (30) days following the date on which the applicable taxing authority issues a written statement which indicates that the Shareholders' Disallowed Deduction may not be used by the Shareholders in connection with their calculation of the Taxes payable for periods ending on or before the Closing Date but may be used for purposes of calculating the Taxes payable by the Purchaser or the Companies for any period ending after the Closing Date. The Shareholders will provide the Purchaser with such information as may be reasonably requested by the Purchaser in order to enable the Purchaser to use the Sellers' Disallowed Deduction and file a claim for a tax refund for any tax period ending after the Closing Date in which the Shareholders' Disallowed Deduction may be used.

Disallowed Deductions. In the event that any amounts paid or payable to any Member or any Affiliate which the Company deducted or intended to deduct are disallowed as deductions for Federal income tax purposes (or it is determined that such amounts are no longer allowable as deductions), (i) the amounts thus disallowed or no longer allowable will be allocated to the Member which received them (or whose Affiliate received them) as income, and (ii) notwithstanding any provision herein to the contrary, the balance of the redetermined income or loss of the Company for the taxable year in question will, to the extent permitted by law, be allocated among the Members to obtain the same allocation of Company income or loss (after giving effect to the income allocated pursuant to clause (i) hereof) as would have been obtained for such taxable year if the amounts thus disallowed or no longer allowable had been proper deductions by the Company. In particular, but not by way of limitation, this subsection will apply to any fees and interest (including contingent interest) payable by the Company, all of which the Members intend to be expenses of the Company rather than distributions to Members.

Disallowed Deductions. In the event that any fees, interest or other amounts paid or payable to any General Partner or any of its Affiliates pursuant to this Agreement are deducted by the Partnership in reliance on Section 707(a) or 707(c) of the Code, and such fees, interest or other amounts are disallowed as deductions to the Partnership and are recharacterized as Partnership distributions, then there shall be allocated to such General Partner, prior to the allocations pursuant to Sections 5.1, 5.2 and 5.3, an amount of Partnership gross income for the year in which such fees, interest or other amounts are treated as Partnership distributions equal to such fees, interest or other amounts treated as distributions.