POTENTIAL TAX LIABILITY. Third-Party Owner understands that the sale and purchase of the Large Solar RECs may create a tax liability for Third-Party Owner. Third-Party Owner further understands that PNM may issue Internal Revenue Service Form 1099 or other tax form to Third-Party Owner relating to these transactions. By signing this Agreement, Third-Party Owner acknowledges and agrees that Third- Party Owner has the sole responsibility for paying any federal, state or local taxes, including federal income tax that may be due on amounts received by Third-Party Owner, as a result of transactions under this Agreement. Third-Party Owner hereby indemnifies and defends PNM and Customer, and their respective officers, directors, employees, boards, commission, agents, successors and assigns, from and against any and all such taxes and any and all charges or damages arising out of Third-Party Owner’s failure to pay such taxes or any associated penalties.
POTENTIAL TAX LIABILITY. Seller acknowledges that there may be tax consequences arising out of the sale of this property and is advised to seek competent tax advice.
POTENTIAL TAX LIABILITY. Upon receipt of (i) a certification from a Taxable Member pursuant to Section 8.4(a)(i) of the Merger Agreement, and (ii) joint instructions from the Parent and the PCT Representative, the Escrow Agent shall release shares to a Taxable Member in accordance with the certification of the Taxable Member and such joint instructions.
POTENTIAL TAX LIABILITY. (a) Within 5 Business Days following the 18-month anniversary of the Closing Date (the “Initial Escrow Period Termination Date”), Parent shall provide to the Company Stockholder Representatives and Escrow Agent a notice setting forth the amount of the Tax Liability Amount as of the Initial Escrow Period Termination Date (the “Tax Liability Notice”). If within 30 days after delivery of the Tax Liability Notice (the “Response Period”), Parent and the Escrow Agent do not receive an Extension Election (as defined below) from the Company Stockholder Representatives electing to extend the date for payment of the Tax Liability Amount until the Sales Tax Extension Termination Date (as defined below), the Escrow Agent shall deliver within 10 Business Days of the expiration of the Response Period, Company Escrowed Shares to Parent in an amount equal to the value of the Tax Liability Amount. For purposes of this Agreement, the value of any shares of Parent Common Stock shall be based upon the average daily closing price of the shares of Parent Common Stock (on its principal trading market), rounded to two decimal places, for the ten (10) trading days immediately ending the two Business Days prior to the date of any distribution hereof. If the shares then held in the Company Escrow Fund are valued at an amount that is less than the Tax Liability Amount (the “Shortfall Amount”), the Escrow Agent shall deliver to Parent all Company Escrowed Shares together with any cash and such other property in the Company Escrow Fund necessary to make up for the Shortfall Amount, to the extent available. If any Company Escrowed Shares or other property remain in the Company Escrow Fund after settlement of the Tax Liability Amount, then (x) if there are any Claims against the Company Escrow Fund that have not been finally resolved and paid, the Escrow Agent shall reserve a number of Company Escrowed Shares equal in value to 120% of the amount of any such Claims pending as of the Initial Escrow Period Termination Date and the balance of Company Escrowed Shares and other property in the Company Escrow will be distributed to the Company Stockholders on a pro rata basis; and (y) if there are no Claims against the Company Escrow Fund that have not been finally resolved and paid, the balance of Company Escrowed Shares and other property will be distributed to the Company Stockholders on a pro rata basis.
POTENTIAL TAX LIABILITY. It is the intention of Employer and Executive ----------------------- that any and all severance benefits Executive receives pursuant to this Agreement, together with any other payments due to Executive from Employer or its successor ("other payments"), shall not constitute "excess parachute payments" within the meaning of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended. If the Internal Revenue Service or the independent accountants acting as auditors for Employer or its successor determine that the severance benefits would either by themselves or together with other payments constitute "excess parachute payments," the severance benefits shall be reduced to the maximum amount which may be paid without constituting the severance benefits and other payments as "excess parachute payments." If, regardless of the aforesaid adjustment, the Internal Revenue Service determines that the severance benefits, constitute "excess parachute payments" under Sections 280G and 4999 of the Code, Employer shall assume responsibility for the loss of any tax deductions, and Executive shall assume responsibility for payment of any income and excise taxes attributable to the excess parachute payment.
POTENTIAL TAX LIABILITY. The Sellers and the Stockholders acknowledge that any claims against them for indemnification with respect to tax matters related to the Franchised Business referred to in Sections 8.11, 8.19 and 15.2 of the Purchase Agreement, shall be subject to Section 13.1 of the Purchase Agreement regardless of the Indemnified Party's actual knowledge at the time of Closing. The Sellers and the Stockholders agree that such indemnification claims are not subject to (a) the two-year limitation period referred to in Section 13.3 of the Purchase Agreement; or (b) the $10,000 "basket" for Claims under Section 13.4 of the Purchase Agreement. Further, the Sellers and the Stockholders agree that, if any such claims for indemnification with respect to tax matters remain unpaid as of their respective due dates, the Indemnified Party will have the right (but no obligation) to deduct such overdue amounts from any payments due to the Sellers and the Stockholders, including but not limited to amounts due under the Notes. Any set-off against the Notes pursuant to this Section 3 shall be made first against the Note with an initial principal amount of $500,000. 2 This set-off right of Buyer and its affiliates is in addition to any other remedies they may have under the Purchase Agreement, the Notes or applicable law.
POTENTIAL TAX LIABILITY. Customer understands that the sale and purchase of the Small Solar RECs may create a tax liability for Customer. Customer further understands that PNM may issue Internal Revenue Service Form 1099 or other tax form to Customer relating to these transactions. By signing this Agreement, Customer acknowledges and agrees that Customer has the sole responsibility for paying any federal, state or local taxes, including federal income tax that may be due on amounts received by Customer, or credited to Customer’s account, as a result of transactions under this Agreement.
