Liability for Restructuring Taxes Clause Samples

The "Liability for Restructuring Taxes" clause defines which party is responsible for paying any taxes that arise as a result of a corporate restructuring, such as a merger, acquisition, or reorganization. Typically, this clause specifies whether the buyer or seller will bear the cost of taxes triggered by the transaction, and may outline procedures for calculating, reporting, and remitting such taxes. Its core practical function is to allocate financial responsibility for restructuring-related tax liabilities, thereby preventing disputes and ensuring both parties understand their obligations.
Liability for Restructuring Taxes. Except as otherwise provided by this Agreement, REI (or its successor REGCO) shall be responsible for any and all Restructuring Taxes.
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Liability for Restructuring Taxes. 20 --------------------------------- 5.2 Agilent Representations ............................. 20 ----------------------- 5.3 Hewlett-Packard Representations ..................... 23 ------------------------------- 5.4 Private Letter Rulings .............................. 24 ---------------------- 5.5 Carrybacks .......................................... 25 ---------- 5.6 Allocation of Tax Items ............................. 26 ----------------------- 5.7 Continuing Covenants ................................ 27 -------------------- 5.8 Allocation of Tax Assets ............................ 27 ------------------------ 5.9 Japan Restructuring Taxes............................ 27 ------------------------- 5.10 Japan Operating Taxes ............................... 29 ---------------------
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Liability for Restructuring Taxes 
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Related to Liability for Restructuring Taxes

  • Termination of Existing Tax Sharing Agreements Any and all existing Tax sharing agreements (whether written or not) binding upon the Target Company or any of its Subsidiaries shall be terminated as of the Closing Date. After such date neither the Target Company nor any of its Subsidiaries or Representatives shall have any further rights or liabilities thereunder.

  • Our Liability for Failure to Complete Transactions If we do not properly complete a transaction from your Card on time or in the correct amount according to our Agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:

  • Post-Closing Tax Matters As a result of the Closing, the Transferor Partnership shall terminate for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code and its tax year shall close on the Closing Date. The Transferor Agent shall prepare and timely file any federal, state, local and foreign tax or information returns due after Closing that are required to be filed by or on behalf of the Transferor Partnership with respect to all tax years or periods ending on or prior to the Closing Date. The Transferor Agent shall prepare and timely file the terminating tax returns for the Transferor Partnership resulting from the consummation of the transactions contemplated under this Agreement, provided, however, that such tax returns shall be prepared in accordance with the terms and provisions of this Agreement and provided further, that prior to the filing thereof the Transferor Agent shall submit the terminating tax returns to the BRI Partnership for its review and approval, which shall not be unreasonably withheld or delayed. The BRI Partnership shall assist the Transferor Agent in obtaining such data and information regarding the Transferor Agent to permit the Transferor Partnership to prepare such returns or to respond to any audits or assessments for the periods covered by such returns.

  • LIABILITY FOR FAILURE TO COMPLETE TRANSACTIONS If We do not

  • Liability for all card transactions Subject to clause 9.3, you are liable for all card transactions effected by the use of the card at an ATM whether with or without your knowledge or authority, save in the case of our or our employees’ fraud, gross negligence or wilful default.