CHANGES IN TAX LIABILITY Sample Clauses

The "Changes in Tax Liability" clause defines how adjustments in tax laws or interpretations affect the obligations of the parties under the agreement. Typically, this clause stipulates that if a change in tax law increases or decreases the tax burden related to the contract, the parties may need to renegotiate payment terms or adjust prices accordingly. For example, if a new tax is imposed on a service provided under the contract, the cost may be passed on to the buyer. The core function of this clause is to allocate the risk of tax law changes, ensuring that neither party is unfairly disadvantaged by unforeseen tax liabilities during the contract term.
CHANGES IN TAX LIABILITY. (a) If with respect to any taxable year (i) the Group files an amended Consolidated Return reporting a consolidated tax liability different from the Group Tax Liability, (ii) the Group Tax Liability or any Member’s tax liability is adjusted and such adjustment is a part of a final “determination” as the term is defined in section 1313(a) of the Code or similar provisions of applicable law, or (iii) the Group is assessed and pays income taxes in excess of the Group Tax Liability by reason of any of the events specified in section 6213(b) or (d) of the Code or similar provisions of applicable law, then the amounts of the payments required under paragraph 3 shall be recomputed, subject to the limitations of subparagraph (c) of this paragraph 4, to give effect to such amended return, adjustment or assessment, as the case may be. Each Member shall then pay to Parent, or Parent shall then pay to each Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. Such payments shall be made no later than (i) where an additional payment of tax by the Group is due as a result of such amended return, adjustment or assessment, the later of (a) forty-five (45) days after the date of which such additional payment of tax is due and (b) forty-five (45) days after the date on which Parent notifies a Member of the amount of payment due from such Member pursuant to this subparagraph (a); or (ii) where the Group receives a refund arising from such amended return or adjustment, forty-five (45) days after the receipt of such refund. (b) If with respect to any taxable year the Group files an amended Consolidated Return reporting a consolidated tax liability identical to the Group Tax Liability, then the amounts of the payments required under paragraph 3, subject to the limitations of subparagraph (c) of this paragraph 4, shall be recomputed to give effect to such amended return. Not later than forty-five (45) days after the filing of such amended return, each Member shall pay to Parent, or Parent shall pay to each Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. (c) Subsidiary will elect under section 172(b)(3) of the Code or similar provisions of other applicable tax laws to forego the ability to carry back any loss, credit or similar tax attribute recognized after the Distribution to tax periods ending on or before the Distribution....
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CHANGES IN TAX LIABILITY. (a) If the Subsidiary Tax Liability is changed as the result of the filing of an amended Consolidated Return or of any final administrative or judicial determination (including a final "determination" as defined in Section 1313 (a) of the Code) with respect to Consolidated Returns actually filed by the Group, then the amount of the payments required from Subsidiary to Parent under paragraph 2 (b) or the amount of the payment required from Parent to Subsidiary under paragraph 2 (d) (i), as the case may be, shall be recomputed by substituting the amount of Subsidiary Tax Liability (or Subsidiary Tax Refund) after the adjustments described above, plus the amount of any interest or penalties incurred with respect to such adjustments that are properly allocable (as determined by Parent) to Subsidiary, in place of Subsidiary Tax Liability (or Subsidiary Tax Refund), provided that the principles of paragraph 1 (b) (vii) shall be applied in connection with such recomputation notwithstanding any contrary determination. If such filing of an amended Consolidated Return or such final determination results in an increase in the Subsidiary Tax Liability, Subsidiary shall pay to Parent not later than ten days after such filing or such final determination an amount equal to the excess of the new Subsidiary Tax Liability over the amount previously paid to Parent by Subsidiary. If such filing of an amended Consolidated Return or such final determination results in a Subsidiary Tax Refund or increases the amount of a Subsidiary Tax Refund, Parent shall pay to Subsidiary not later than ten days after such filing or receiving such refund an amount equal to the excess of the new Subsidiary Tax Refund over the amount previously paid to Subsidiary by Parent. The parties recognize that such new liability (or refund) for any taxable year is not necessarily Subsidiary's final liability (or refund) for that year, and may be recomputed more than once.
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CHANGES IN TAX LIABILITY. If (i) the Group Tax Liability is changed and either of such changes is part of a settlement agreement with the Internal Revenue Service or a final "determination" (as that term is defined in Section 1313(a) of the Code), or (ii) the Affiliated Group otherwise pays tax in excess of the Group Tax Liability, then the amount of the payments that each Member shall make to Newco under paragraph 4(a) or the amount of the payment required from Newco to the Member under paragraph 4(b), as the case may be, shall be recomputed by substituting in place of the Group Tax Liability and each Member's Separate Tax Amount the amount of the Group's recomputed tax liability ("Group's Recomputed Tax Liability") or the Member's recomputed tax liability ("Member's Recomputed Tax Liability") after making the adjustments described above. Not later than (i) five (5) days before the due date for any additional payment of tax by the Affiliated Group, or (ii) five (5) days after the receipt of a refund or (iii) five (5) days after the event giving rise to the recomputation if such event will not result in the payment of additional tax or the receipt of a refund, each Member shall pay to Newco, or Newco shall pay to the Member, as the case may be, the difference between the Member's Recomputed Tax Liability and the amount previously paid.
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CHANGES IN TAX LIABILITY. If the Argyle TV Group Tax Liability is changed as the result of any administrative settlement or final determination which is not litigated by Group or in a final judicial determination, then the amount of payment required from Argyle TV to Parent pursuant to paragraph 2(a) shall be recomputed by substituting the amount of the Argyle TV Group Tax Liability after the adjustments described above in place of the Argyle TV Group Tax Liability as previously computed. Not later than ten days after such final determination, Argyle TV shall pay to Parent or Parent shall pay to Argyle TV, as the case may be, the difference between the new Argyle TV Group Tax Liability, including any interest or penalties imposed in respect of the new Argyle TV Group tax liabilities and the amounts previously paid. The parties recognize that such new liability is not necessarily Argyle TV's final liability for that year and may be recomputed more than once.
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CHANGES IN TAX LIABILITY. In the event that the state of California enacts legislation to treat Contributions as taxable income to the Utility that California had previously treated as nontaxable income, the Utility may increase the amount it collects from the Contributor to include its estimate of the tax resulting therefrom. In the event that any such legislation is applied on a retroactive basis, the Utility may collect such tax for the retroactive period through general rates or surcharges. The Utility shall inform Applicant of the final cost of the installation of all services and the resulting ITCC thereon.
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CHANGES IN TAX LIABILITY a. For any given Consolidated Return Year, each Subsidiary shall pay to Parent, and Parent shall refund to each Subsidiary, an amount equal to the excess of a Revised Tax Liability over the amounts previously paid for such taxable year by the relevant party (as the context may require). The parties recognize that the Revised Tax Liability for any taxable year is not necessarily the Parent's or a Subsidiary's final tax liability for that taxable year, and may be recomputed in accordance with this Section 5(a) more than once. b. A payment or refund required under Section 5(a) above shall be made (as the context may require) no later than (i) five (5) days prior to the date on which Parent is required to make an additional payment of tax with respect to a Revised Tax Liability, (ii) five (5) days after the receipt of a refund attributable to a Revised Tax Liability or (iii) five (5) days after the event giving rise to a Revised Tax Liability if such event does not result in the payment of additional tax or the receipt of a refund. c. A payment or refund required under Section 5(a) above shall include a portion of any interest and/or penalty paid or credited by the Internal Revenue Service that is allocated to a Subsidiary in proportion with its respective adjustments. The amounts payable to or by the Subsidiary pursuant to this Section 5(c) shall be paid at the same time the amounts payable pursuant to Section 5(a) are paid. d. Other than as provided in Section 5(c), a payment or refund required under Section 5(a) above shall not bear interest.
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CHANGES IN TAX LIABILITY. (a) Parent shall be solely responsible for, and shall hold TNT Holding harmless from loss or expense in respect of, any Taxes owing in respect of (i) any consolidated federal income tax return that includes Parent, (ii) any Unitary Return that includes Parent and is not a Post-Closing Unitary Return, and (iii) any state, local, or foreign income or similar tax return of Parent or a Subsidiary, to the extent that such Taxes arise from income earned on or prior to the Closing Date, which shall be determined by a closing of the books as of the close of business on the Closing Date. (b) Except as otherwise provided in this Agreement , TNT Holding shall be solely responsible for, and shall hold True North harmless from loss or expense in respect of, any Taxes owing in respect of (I) any consolidated or other federal income tax return for periods ending after the Closing Date that does not include Parent but does include TNT Holding or any subsidiary of TNT Holding, (ii) any Unitary Return that includes TNT Holding or any subsidiary of TNT Holding for taxable periods ending after the Closing Date which is not a Post-Closing Unitary Return, and (iii) any state, local, or foreign income or similar tax return of TNT Holding which is not a Unitary Return, to the extent that such Taxes arise from income earned by TNT Holding after the Closing Date, which shall be determined by a closing of the books as of the close of business on the Closing Date. (c) If for any period ending after the Closing Date with respect to jurisdictions in which a Post-Closing Unitary Return is filed: (i) the Group files an amended Post-Closing Unitary Return, (ii) the Group's tax liability is adjusted, or (iii) the Group is assessed and pays additional Taxes, then the amount of the payments required under Section 2(b) and 2(c) shall be recomputed to give effect to such amended return, adjustment or assessment, as the case may be. TNT Holding shall then pay to Parent, or Parent shall then pay to TNT Holding, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid, appropriately adjusted for any interest and penalties assessed and paid.
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CHANGES IN TAX LIABILITY. (i) For any given Consolidated Tax Year of any Parent Group that includes the Company, the Company shall pay to Parent, or Parent shall refund to the Company, an amount equal to the difference between the Company’s allocable share of a Revised Tax Liability for such Consolidated Tax Year and the amounts previously paid or refunded in respect of such Consolidated Tax Year by the Company or Parent (as the context may require). The Parties recognize that a Revised Tax Liability for any Consolidated Tax Year of any Parent Group that includes the Company is not necessarily such Parent Group’s or the Company’s final tax liability for that Consolidated Tax Year, and may be recomputed in accordance with this clause (d) more than once. (ii) A payment or refund required under clause (d)(i) above shall be made by the Company or Parent (as the context may require) no later than (A) five (5) days prior to the date on which Parent is required to make an additional payment of tax with respect to a Revised Tax Liability of the applicable Parent Group that includes the Company, or (B) five (5) days after the receipt of a refund attributable to a Revised Tax Liability by the applicable Parent Group that includes the Company. (iii) A payment or refund required under clause (d)(i) above to be made by the Company or Parent (as the context may require) shall include a portion of any interest and/or penalty paid, credited or assessed by the applicable Taxing Authority that is allocated to the Company in proportion with its respective adjustments reflected in the Revised Tax Liability. The amounts payable by the Company or the Parent pursuant to this clause (d)(iii) shall be paid at the same time the amounts payable by them pursuant to clause (d)(i) are paid. (iv) A payment or refund required under clause (d)(i) or (d)(ii) above shall not bear interest.
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CHANGES IN TAX LIABILITY 
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Related to CHANGES IN TAX LIABILITY

  • Income Tax Liability Within ten (10) Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of, or assess or propose the collection of Taxes required to have been withheld by, the Borrower which equal or exceed $100,000 in the aggregate, telephonic or facsimile notice (confirmed in writing within five (5) Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof;

  • Tax Liability The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the creation or redemption of any Basket made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Trustee, the Sponsor or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon.

  • 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.

  • Redemption for Changes in Taxes (a) The Company may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 30 nor more than 60 days’ prior notice to the Holders (which notice will be irrevocable and given in accordance with Section 3.03 of the Indenture), at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to but not including the date fixed by the Company for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes, the Company is or would be required to pay Additional Amounts, and the Company cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, the appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Company or any Guarantor), and the requirement arises as a result of: (i) any change in, or amendment to, the laws or treaties (or any regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction (other than Russia or any political subdivision thereof or therein) affecting taxation which change or amendment becomes effective on or after the Issue Date (or, in the case of Russia or any political subdivision thereof or therein, or if the relevant Tax Jurisdiction has changed since the Issue Date, which change or amendment has not been publicly announced as formally proposed before and becomes effective on or after the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction under the Indenture); or (ii) any change in, or amendment to, the existing official published position or the introduction of an official position regarding the application, administration or interpretation of such laws, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change, amendment or official position becomes effective on or after the Issue Date (or, in the case of Russia or any political subdivision thereof or therein, or if the relevant Tax Jurisdiction has changed since the Issue Date, which change, amendment or official position has not been publicly announced as formally proposed before and becomes effective on or after the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction under the Indenture). (b) In the case of Additional Amounts required to be paid as a result of the Company conducting business other than in the place of its organization, such amendment or change must be announced and become effective on or after the date in which the Company begins to conduct business giving rise to the relevant withholding or deduction. (c) The Company will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Company would be obligated to make such payment or withholding if a payment in respect of the Notes were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the mailing of any notice of redemption of the Notes pursuant to the foregoing, the Company will deliver the Trustee an opinion of independent tax counsel (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been such change or amendment which would entitle the Company to redeem the Notes hereunder. In addition, before the Company mails notice of redemption of the Notes as described above, it will deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Company taking reasonable measures available to it. (d) For the avoidance of doubt, the implementation of European Council Directive 2003/48/EC on any other directive implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income or any law implementing or complying with or introduced in order to conform to, such directive will not be a change or amendment for such purposes. (e) Any redemption pursuant to this paragraph 10 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent

  • Certain Taxes All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated Transactions, shall be paid by Sellers when due, and Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees.