Reimbursement for Taxes. In the event that Executive becomes entitled to payments or other benefits upon termination in accordance with Section 2(a) and any such payments or benefits will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed), the Company shall pay to the Executive, at the time specified in Section 2(a), an amount in addition to that provided for in Section 2(a) such that the net amount retained by the Executive, after deduction of any Excise Tax on such Section 2(a) payments or benefits and any federal, state and local income tax and Excise Tax upon the payment of any additional amount provided for by this Section, shall be equal to the amount provided for in Section 2(a).
Reimbursement for Taxes. Notwithstanding any other provision of this Agreement and without any limitation, each Contributing Party and Remora Holdings shall reimburse the other for its allocable share of Taxes paid by such other party, determined in accordance with this ARTICLE VIII, within ten Business Days of receiving notice, together with such supporting evidence as is reasonably necessary to calculate the proration amount (the “Indemnified Taxes”).
Reimbursement for Taxes. Buyer shall reimburse Seller for any Taxes paid by Seller with respect to the Business for the period beginning on the Accretion Date and ending on the Closing Date (the "Reimbursement Period") and the Taxes Buyer is required to reimburse Seller for pursuant to this Section 10.9 shall be referred to herein as the "Reimbursed Tax Amount"). For purposes of this Agreement, the Reimbursed Tax Amount shall equal (a) the sum of (i) the Tax liability of the Business for the Reimbursement Period, computed as if the Business were conducted on a stand alone basis and assuming a maximum tax rate for federal, state and local income tax purposes of 39 percent and (ii) any other Taxes paid by Seller with respect to the Business for the Reimbursement Period less (b) the amount of any Taxes with respect to the Business for the Reimbursement Period paid by Seller from operating cash of the Business during the Reimbursement Period. To the extent the operation of the Business during the Reimbursement Period results in a loss for Tax purposes then the Seller shall reimburse the Buyer in an amount equal to the product of (x) the amount of the taxable loss with respect to the Business for the Reimbursement Period, computed as if the Business were conducted on a stand alone basis and (y) an applicable tax rate of 39 percent (the "Reimbursed Tax Loss Amount"). In calculating the Reimbursed Tax Amount or the Reimbursed Tax Loss Amount, as the case may be, items of income, gain, loss, deduction and credit shall be allocated to the Business in a manner consistent with past practice. Seller shall provide Buyer with a statement (the "Reimbursed Tax Statement") setting forth in reasonable detail calculations of the Reimbursed Tax Amount or the Reimbursed Tax Loss Amount, as the case may be, and Buyer shall have the right to review and approve the Reimbursed Tax Statement for 30 days following the receipt thereof. Seller and Buyer shall attempt in good faith mutually to resolve any disagreements regarding such Reimbursed Tax Statement. If such dispute is not resolved within 45 days, the parties shall jointly retain a nationally recognized independent accounting firm to resolve the dispute. The fees of the independent accounting firm shall be borne equally by Buyer and Seller, and the decision of such independent accounting firm be final and binding on all parties.
Reimbursement for Taxes. Notwithstanding anything in this Article XI to the contrary, to the extent any Award is allocated to reimbursement for real estate taxes and assessments that have been paid with respect to periods after the date title vests in the condemning authority or its designee, such portion shall be paid to the party who paid such taxes and assessments. To the extent any Award is allocated to reimbursement of prepayment penalties, such portion shall be paid to the party that paid the prepayment penalty.
Reimbursement for Taxes. Borrower will promptly, upon written demand of Lender, reimburse Lender for any taxes assessed against Lender by any state (with the exception of income taxes payable by Lender) which is on account of or measured by the interest income received by Lender under the Pledged Timeshare Loans and Assigned Deeds of Trust assigned to Lender pursuant to this Agreement or in any way imposed upon Lender in connection with the transactions contemplated hereunder, including, without limitation, any general intangible tax or documentary tax.
Reimbursement for Taxes. 87 11.21 Submissions .................................................... 88 11.22 Confidentiality................................................. 88 LIST OF EXHIBITS EXHIBIT "A" - Custodial Agreement EXHIBIT "B" - Form of Lockbox Agreement EXHIBIT "C" - Permitted Liens and Encumbrances EXHIBIT "D" - Qualified Borrower Underwriting Guidelines EXHIBIT "E" - Qualified Loan Underwriting Guidelines EXHIBIT "F" - Qualified Resort Underwriting Guidelines EXHIBIT "G" - Form of Servicing Agreement EXHIBIT "H" - Form of Subordination Agreement EXHIBIT "I" - Form of Verification Agent's Agreement EXHIBIT "J" - Form of Warrant to Purchase Shares of Common Stock of Equivest Finance, Inc. EXHIBIT "K" - Form of Draw Request EXHIBIT "L" - Pending Litigation EXHIBIT "M" - Form of Borrowing Base Report EXHIBIT "N" - Approval Time Frames EXHIBIT "O" - Form of Pledge and Assignment of Note Receivable and Applicable Mortgage LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made and entered into as of November 14, 1997, by and among RESORT FUNDING, INC., a Delaware corporation ("Borrower"), EQUIVEST FINANCE, INC., a Florida corporation ("Guarantor"), and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, a Delaware limited liability company ("Lender"). In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound, hereby agree as follows:
Reimbursement for Taxes. If at anytime following the Closing, the Internal Revenue Service shall determine that the Company was not eligible at anytime prior to the Closing to use the cash method of accounting for computing taxable income for income tax purposes, then the Buyer hereby agrees to reimburse Seller for up to $100,000.00 of taxes, penalties and interest incurred by Seller as to such adjustment by the Internal Revenue Service. Any reimbursement required pursuant to this paragraph shall be made by the Buyer within ten (10) business days following Seller giving written notice to Buyer of either Seller's intention to pay such amount by the tenth day or that Seller has previously paid such amount.
Reimbursement for Taxes. Borrower will promptly, upon written demand from Lender, reimburse Lender for any taxes assessed against Lender by the State of New York or any subdivision thereof that is on account of or measured by the interest income received by Lender under the Pledged Notes Receivable and the Applicable Mortgages assigned to Lender pursuant to this Agreement or in any way imposed upon Lender in connection with the transactions contemplated hereunder, including, without limitation, any general intangible tax or documentary tax; provided, however, that Borrower shall not be responsible for paying any income or profit-based tax assessed against Lender.
Reimbursement for Taxes. (i) The obligations of Seller to reimburse or indemnify Purchaser for Taxes shall extend to (i) all Taxes with respect to taxable periods ending on or prior to the Closing Date (“Pre-Closing Tax Periods”) and (ii) all Taxes with respect to taxable periods beginning before and ending after the Closing Date (“Straddle Periods”) to the extent that such Taxes are allocable to the period prior to Closing pursuant to Section 6.3(e)(ii); provided, however that such obligation to reimburse or indemnify Purchaser for Taxes shall not apply to Taxes included in the calculation of Closing Working Capital. Such obligations shall be without regard to whether there was any breach of any representation or warranty under Article II with respect to such Tax or any disclosures that may have been made with respect to Article II or otherwise. The indemnification obligations under this Section 6.3(e) shall apply even if the additional Tax liability results from the filing of a Tax Return or amended Tax Return with respect to a pre-Closing Date transaction or period (or portion of a period) by Purchaser, provided that Purchaser shall not cause or permit the Company to file an amended Tax Return with respect to any taxable period ending on or prior to the Closing Date or any Straddle Period unless (y) Seller consents in his sole discretion or (z) Purchaser obtains a legal opinion from counsel reasonably acceptable to Seller that such amended return is legally required to be filed (provided, further, that such legal opinion may not assume any facts that are disputed in good faith by Seller).
Reimbursement for Taxes. Borrower will promptly, upon written demand from Lender, reimburse Lender for any taxes assessed against Lender by the State of New York or any subdivision thereof that is on account of or measured by the interest income received by Lender under the Pledged Notes Receivable and the Applicable Mortgages assigned to Lender pursuant to this Agreement or in any way imposed upon Lender in connection with the transactions contemplated hereunder, including, without limitation, any general intangible tax or documentary tax, excluding all franchise taxes, taxes on capital and net worth, gross receipts taxes, and taxes imposed on gross or net income.
