Tax Determination Sample Clauses

Tax Determination. Seller shall, and shall cause the Other Sellers to, use their respective commercially reasonable efforts, at Purchaser’s request, to cooperate with Purchaser in Purchaser’s efforts to obtain a written confirmation from Her Majesty’s Revenue and Customs that the transactions described in Schedule I do not constitute an “unauthorized employer payment” (as such term is defined in Section 160(4) of the United Kingdom’s Finance Act of 2004).
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Tax Determination. The Foundation shall have received a determination letter from the Internal Revenue Service that it is a tax exempt entity under Section 501(c)(4) of the Code;
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Tax Determination. For the purposes of determining tax liability, Software licensed hereunder is considered intangible property in as much as it is merely a license to use a Vendor owned method of computer operation and its tangible attributes are only incidental.
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Tax Determination. Each Holder agrees, for U.S. federal income tax purposes, to treat the Debentures as "contingent payment debt instruments" and to be bound by the Company's application of the Treasury Regulations that govern contingent payment debt instruments, including the Company's determination that the rate at which interest will be deemed to accrue for federal income tax purposes will be 6.28%, compounded semi-annually.
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Tax Determination. Tax determination is principally based on the location where you have established your business based on your Customer Data, or if you are an individual, where you permanently reside. This location will be defined by Zoom as your ‘Sold To’ address. Zoom reserves the right to cross reference this location against other available evidence to validate whether your location is accurate. If your location is inaccurate, Zoom reserves the right to charge you any outstanding Taxes and Fees.
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Tax Determination. The determination described in paragraph 5.6 will not have been withdrawn, revoked or modified.
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Tax Determination. Seller shall (i) file its 2002 Federal and New York State ("NYS") Tax Returns expeditiously and (ii) avail itself of the procedure provided in Section 6501(d) of the Code and Section 1083(c)(6) of the NYS Tax Law to seek an accelerated determination of its Taxes (and Taxes of the Corporation, or any Subsidiary and any Affiliate for which a consolidated or combined return is filed) for periods ending on or prior to the April 2002 tax year of Seller. If the Governmental Authority to which an application for accelerated determination of Taxes is made accepts such an application and conducts an audit, Seller shall not liquidate or dissolve prior to the resolution (including final settlement and any payment related thereto) of an audit by the Governmental Authority for such periods. In the event of an audit by the Governmental Authority, on conclusion of such audit Seller shall use its best efforts to obtain from the Governmental Authority a closing agreement or other written determination of final resolution of Tax liabilities that finally and conclusively determines the Tax liabilities for the Corporation or any Subsidiary (and any Affiliate of either). If no audit is conducted by the Internal Revenue Service or NYS with respect to the foregoing tax periods and Persons, Seller shall not liquidate or dissolve prior to the end of the usual statutory period for assessment under Section 6501 of the Code and NYS law with respect to these tax periods.
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Tax Determination. If you give written notice to the Company of any objection to the results of the Company's calculations within 60 days of your receipt of written notice thereof, the dispute shall be referred for determination to the independent auditors of the Company (the "ACCOUNTING FIRM"). The Company shall pay all fees and expenses of such Accounting Firm. Pending such determination by the Accounting Firm, the Company shall pay you the Gross Up Amount as determined by it in good faith. The Company shall pay you any additional amount determined by the Accounting Firm to be due under this Section 11 (together with interest thereon at a rate equal to 120% of the federal short-term rate determined under Section 1274(d) of the Code) promptly after such determination.
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Related to Tax Determination

  • Final Determination His/her determination is final unless, within ten (10) days after notification, a recognized employee organization requests in writing to meet and confer thereon.

  • Expert Determination If a Dispute relates to any aspect of the technology underlying the provision of the Goods and/or Services or otherwise relates to a financial technical or other aspect of a technical nature (as the Parties may agree) and the Dispute has not been resolved by discussion or mediation, then either Party may request (which request will not be unreasonably withheld or delayed) by written notice to the other that the Dispute is referred to an Expert for determination. The Expert shall be appointed by agreement in writing between the Parties, but in the event of a failure to agree within ten (10) Working Days, or if the person appointed is unable or unwilling to act, the Expert shall be appointed on the instructions of the relevant professional body. The Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within thirty (30) Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within twenty (20) Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paid.

  • Determination of Excise Tax Liability Unless the Company and the Executive otherwise agree in writing, the Company will select a professional services firm (the “Firm”) to make all determinations required under this Section 6, which determinations will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Firm such information and documents as the Firm reasonably may request in order to make determinations under this Section 6. The Company will bear the costs and make all payments for the Firm’s services in connection with any calculations contemplated by this Section 6. The Company will have no liability to the Executive for the determinations of the Firm.

  • Determination of Gross-Up Payment Subject to sub-paragraph (c) below, all determinations required to be made under this Section 6, including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by the firm of independent public accountants selected by the Company to audit its financial statements for the year immediately preceding the Change in Control (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Executive within 30 days after the date of the Executive's termination of employment. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required under this Section 6 (which accounting firm shall then be referred to as the "Accounting Firm"). All fees and expenses of the Accounting Firm in connection with the work it performs pursuant to this Section 6 shall be promptly paid by the Company. Any Gross-Up Payment shall be paid by the Company to the Executive within 5 days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"). In the event that the Company exhausts its remedies pursuant to sub-paragraph (c) below, and the Executive is thereafter required to make a payment of Excise Tax, the Accounting Firm shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be paid by the Company to the Executive within 5 days after such determination. Amended and Restated Change in Control Agreement

  • Excise Tax Adjustment (a) If any payment or benefit Executive will or may receive from the Company or otherwise (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this Section, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment provided pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”).

  • Determination of Realized Tax Benefit Section 2.1. Basis Adjustments and Section 704(c) Allocations; The LLC 754 Election.

  • Tax Benefit Schedule Within one hundred fifty (150) calendar days after the filing of the U.S. federal income Tax Return of the Corporation for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporation shall provide to the Members a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year (a “Tax Benefit Schedule”). The Tax Benefit Schedule will become final and binding on the Parties pursuant to the procedures set forth in Section 2.4(a), and may be amended by the Parties pursuant to the procedures set forth in Section 2.4(b).

  • Tax Adjustment Tenant shall pay as additional rent for each Calendar Year that amount (the "Tax Adjustment Amount") which is Tenant's Proportionate Share of the amount by which the Taxes incurred with respect to such Calendar Year exceed the Tax Base Amount. The Tax Adjustment Amount with respect to each Calendar Year shall be paid in monthly installments, in an amount estimated from time to time by Landlord and communicated by written notice to Tenant. Following the close of each Calendar Year, Landlord shall cause the amount of the Tax Adjustment Amount for such Calendar Year to be computed based on Taxes for such Calendar Year and Landlord shall deliver to Tenant a statement of such amount and Tenant shall pay any deficiency as shown by such statement to Landlord within 30 days after receipt of such statement. If the total of the estimated monthly installments paid by Tenant during any Calendar Year exceeds the actual Tax Adjustment Amount due from Tenant for such Calendar Year, then, at Landlord's option such excess shall be either credited against payments next due hereunder or refunded by Landlord, provided Tenant is not then in default hereunder. The amount of any refund of Taxes received by Landlord shall be credited against Taxes for the year in which such refund is received. In determining the amount of Taxes for any year, the amount of special assessments to be included shall be limited to the amount of the installment (plus any interest payable thereon) of such special assessment required to be paid during such year as if the Landlord had elected to have such special assessment paid over the maximum period of time permitted by law; if the authority to whom such assessment is to be paid shall not permit such assessment to be paid in installments, the amount of such assessment shall be treated as being amortized over such number of calendar years, beginning with the Calendar Year in which the assessment is payable, as Landlord shall reasonably determine, with interest at the rate of 15% per annum on the unamortized amount, and such amortization and interest for each Calendar Year shall be included in Taxes for that Calendar Year.

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