Payment of Audit Amounts Sample Clauses

Payment of Audit Amounts. (a) Except as set forth in Section 8.3(b) or (c), LQ Parent shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority (i) all Taxes owed in connection with any Audit of any Tax Return of each Party or any member of its Group for any Pre-Distribution Tax Period, (ii) all Taxes owed in connection with any Audit of any Tax Return of LQ Parent or any member of its Group for any Straddle Tax Period or any Post-Distribution Tax Period, and (iii) the portion of any Taxes allocable to the period ending on the Distribution Date (determined in accordance with Section 10.2) owed in connection with any Audit of any Tax Return of CPLG or any member of the CPLG Group for any Straddle Tax Period. Except as set forth in Section 8.3(c), CPLG shall be liable for and shall pay or cause to be paid (A) the portion of any Taxes allocable to the period beginning after the Distribution Date (determined in accordance with Section 10.2) owed in connection with any Audit of any Tax Return of CPLG or any member of its Group for any Straddle Tax Period, and (B) all Taxes owed in connection with any Tax Return of CPLG or any member of the CPLG Group for any Post-Distribution Tax Period. (b) CPLG shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority any amount owed in connection with any Audit of any matter addressed in Schedule A.
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Payment of Audit Amounts. (a) Except as set forth in Section 8.3(b) or (c), in connection with any Audit of any Income Tax Return or Non-Income Tax Return, in each case for a Pre-Distribution Tax Period or a Straddle Tax Period: (i) A member of the HLT Group shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority, PK or HGV (as the case may be) the HLT Allocable Audit Portion owed as a result of such Audit; (ii) PK shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority, a member of the HLT Group or HGV (as the case may be) the PK Allocable Audit Portion owed as a result of such Audit; (iii) HGV shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority, a member of the HLT Group or PK (as the case may be) the HGV Allocable Audit Portion owed as a result of such Audit. (b) All additional U.S. federal, state or local Income Taxes for a Pre-Distribution Tax Period or a Straddle Tax Period due and payable as a result of an Audit of an Income Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period relating to an item listed on Schedule 8.3(b) (including any corresponding or correlative adjustments for U.S. federal, state or local Income Tax purposes) (“Specified Audit Taxes”) shall be allocated first, to a member of the HLT Group up to an aggregate amount equal to ninety million dollars ($90,000,000), and second, among the Parties in accordance with their respective Sharing Percentages. All additional Taxes that are Restructuring Taxes and are due and payable as a result of an Audit shall be allocated among the Parties in accordance with their respective Sharing Percentages. Each Party shall be liable for any shall pay or cause to be paid to the applicable Taxing Authority all such Taxes so allocated to it.
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Payment of Audit Amounts. (a) Section 9.2(a)(i) Audits. In connection with any Final Determination with respect to an Audit described in Section 9.2(a)(i): (i) Columbia shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority or NiSource (as the case may be) an amount equal to the Columbia Allocable Audit Portion of the additional Taxes due and payable as a result of such Final Determination. (ii) NiSource shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority any remaining amount of the additional Taxes due and payable as a result of such Final Determination. (iii) Notwithstanding the foregoing, for the avoidance of doubt, the Parties’ obligations with respect to any Distribution Taxes shall be governed by Section 5.1.
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Payment of Audit Amounts. (a) Tax Audits. Except with regard to adjustments to carryback claims in Section 4.2, Taxes payable in connection with any Final Determination with respect to a Tax Audit, other than with respect to Taxes that arise upon Audit and the allocation of the liability for such Taxes are set forth in Sections 8.3(b), (c), (d), (e) and (f) below, shall be allocated between RemainCo and SpinCo in the same manner as specified in Section 2.2.
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Payment of Audit Amounts 
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Related to Payment of Audit Amounts

  • Payment of Amounts The Death Benefit payable on the death of the Owner, or after the death of the first Owner, or upon the death of the spouse who continues the Contract, will be distributed to the designated Beneficiary(s) as follows:

  • Payment of Amounts Due (a) In case an Event of Default described in clause (a) of Section 2.01 shall have happened and be continuing, then, upon demand of Beneficiary, Grantor will pay to Beneficiary the whole amount which then shall have become due and payable on the Note, for principal or interest or both, as the case may be, and after the happening of said Event of Default will also pay to Beneficiary interest at the Default Rate on the then unpaid principal of the Note, and the sums required to be paid by Grantor pursuant to any provision hereof, and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to Trustee and Beneficiary, their agents and counsel and any expenses incurred by Trustee or Beneficiary hereunder. In the event Grantor shall fail forthwith to pay all such amounts upon such demand, Beneficiary shall be entitled and empowered to institute such action or proceedings at law or in equity as may be advised by its counsel for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against Grantor and collect, out of the property of Grantor wherever situated, as well as out of the Mortgaged Property, in any manner provided by law, moneys adjudged or decreed to be payable. (b) Beneficiary shall be entitled to recover judgment as aforesaid either before, after or during the pendency of any proceedings for the enforcement of the provisions hereof; and the right of Beneficiary to recover such judgment shall not be affected by any entry or sale hereunder, or by the exercise of any other right, power or remedy for the enforcement of the provisions hereof, or the foreclosure of the lien hereof; and in the event of a sale of the Mortgaged Property, and of the application of the proceeds of sale, as herein provided, to the payment of the debt hereby secured, Beneficiary shall be entitled to enforce payment of, and to receive all amounts then remaining due and unpaid upon, the Note, and to enforce payment of all other charges, payments and costs due hereunder or otherwise in respect of the Loan, and shall be entitled to recover judgment for any portion of the debt remaining unpaid, with interest at the Default Rate. In case of proceedings against Grantor in insolvency or bankruptcy or any proceedings for its reorganization or involving the liquidation of its assets, then Beneficiary shall be entitled to prove the whole amount of principal, interest and other sums due upon the Note to the full amount thereof, and all other payments, charges and costs due hereunder or otherwise in respect of the Loan, without deducting therefrom any proceeds obtained from the sale of the whole or any part of the Mortgaged Property, provided, however, that in no case shall Beneficiary receive, from the aggregate amount of the proceeds of the sale of the Mortgaged Property and the distribution from the estate of Grantor, a greater amount than such principal and interest and such other payments, charges and costs. (c) No recovery of any judgment by Beneficiary and no levy of an execution under any judgment upon the Mortgaged Property or upon any other property of Grantor shall affect in any manner or to any extent, the lien hereof upon the Mortgaged Property or any part thereof, or any liens, rights, powers or remedies of Trustee or Beneficiary hereunder, but such liens, rights, powers and remedies of Trustee or Beneficiary shall continue unimpaired as before. (d) Any moneys thus collected by Beneficiary under this Section 2.03 shall be applied by Beneficiary in accordance with the provisions of clause (d) of Section 2.02.

  • Payment of Costs and Legal Fees and Reinstatement of Benefits In the event any dispute or controversy arising under or in connection with the Executive’s termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of (a) all legal fees incurred by the Executive in resolving such dispute or controversy, and (b) any back-pay, including Base Salary, bonuses and any other cash compensation, fringe benefits and any compensation and benefits due to the Executive under this Agreement.

  • Progress Payments; Retainage A. Owner shall make progress payments on account of the Contract Price on the basis of Contractor’s Applications for Payment on the third Wednesday of the Month during performance of the Work as provided in Paragraph 6.02.A.1 below, provided that such Applications for Payment have been submitted in a timely manner and otherwise meet the requirements of the Contract. All such payments will be measured by the Schedule of Values established as provided in the General Conditions (and in the case of Unit Price Work based on the number of units completed) or, in the event there is no Schedule of Values, as provided elsewhere in the Contract. 1. Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage indicated below but, in each case, less the aggregate of payments previously made and less such amounts as Owner may withhold, including but not limited to liquidated damages, in accordance with the Contract a. 95 percent of Work completed (with the balance being retainage). If the Work has been 50 percent completed as determined by Engineer, and if the character and progress of the Work have been satisfactory to Owner and Engineer, then as long as the character and progress of the Work remain satisfactory to Owner and Engineer, there will be no additional retainage; and

  • Timing of Reimbursements and In-kind Benefits If Executive is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Executive’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. No right of Executive to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit.