Payment of Tax Amount. Notwithstanding anything herein to the contrary, in the event the Internal Revenue Service should finally determine that part or all of an Award that has not been settled is nevertheless required to be included in the Participant’s gross income for federal income tax purposes, then an amount necessary to pay applicable federal, state or local income taxes on such includible value shall be distributed with respect to the Award in a lump sum cash payment within sixty (60) days after such determination, without the requirement of separate approval by the Committee. A “final determination” of the Internal Revenue Service is a determination in writing ordering the payment of additional tax, reporting of additional gross income or otherwise requiring an Award or portion thereof to be included in gross income, which is not appealable or which the Participant does not appeal within the time prescribed for appeals.

Payment of Tax Obligations. (a) Pay and discharge as the same shall become due and payable, all material Tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Borrowers or such Subsidiary or the same could not reasonably be expected to have a Material Adverse Effect; and # timely file all material tax returns required to be filed.

Payment of Tax Obligation. Pay all tax obligations when due, unless the obligation to make the payment is being disputed in good faith and is being diligently contested in all appropriate proceedings, in which event Borrower shall notify Lender of such dispute.

Payment of Tax Excess. Tenant shall pay to Landlord, as additional Rent, Tenant’s Share (“Tax Excess”) of the amount by which Taxes for any Tax Year during the Term exceed the Tax Base. Tax Excess shall be pro-rated with respect to any partial Tax Year occurring included in the Term. If Landlord obtains an abatement of Taxes for any Tax Year in respect of which Tenant pays Tax Excess, Landlord shall promptly refund Tenant’s Share of such abatement to Tenant, net of any reasonable costs incurred by Landlord in obtaining such abatement; provided, however, in no event shall the amount refunded to Tenant exceed the actual amount of Tax Excess paid by Tenant to Landlord in respect of the Tax Year for which such abatement is obtained. If Landlord shall so elect, Tenant shall pay to Landlord, at the same time and in the same manner that Base Rent is payable under this Lease, monthly payments on account of Tax Excess for any Tax Year as reasonably estimated by Landlord. Within thirty (30) days after the actual amount of Taxes is determined for each Tax Year, Landlord shall deliver to Tenant a statement setting forth the actual amount of Taxes for such Tax Year and reconciling the amount of Tax Excess payable and/or paid by Tenant for such Tax Year. If Tenant has underpaid Tax Excess for such Tax Year, Tenant shall, within thirty (30) days of billing, pay such underpayment to Landlord, and if Tenant overpaid for such Tax Year, Tenant shall be credited with such overpayment against the next installment(s) of Base Rent and other charges payable under this Lease, except that if such overpayment is determined after the termination of this Lease, Landlord shall promptly refund any such overpayment to Tenant, less any amounts then due from Tenant to Landlord. Landlord shall, within ten (10) days of written request from Tenant, from time to time, deliver to Tenant copies of Tax bills in Landlord’s possession for each Tax Year during the Term.

Tax Reimbursement Payment. Immediately prior to the Closing, the Company shall pay to Seller an amount equal to the estimated aggregate Pre-Closing Taxes obligation to be payable pursuant to the Seller Tax Returns, as calculated pursuant to the methodology set forth in [Exhibit D] (the “Estimated Pre-Closing Tax Obligation”). To the extent that the aggregate Pre-Closing Taxes actually payable pursuant to the Seller Tax Returns with respect to the taxable income of the Company for Pre-Closing Tax Periods covered by such Seller Tax Returns (“Aggregate Taxes”) are less than the Estimated Pre-Closing Tax Obligation, Seller shall promptly pay to the Company an amount equal to the Estimated Pre-Closing Tax Obligation minus the Aggregate Taxes. If the Aggregate Taxes are more than the Estimated Pre-Closing Tax Obligation, Buyer shall promptly pay to Seller an amount equal to the Aggregate Taxes minus the Estimated Pre-Closing Tax Obligation, provided that in no event shall Buyer be obligated to pay to Seller pursuant to this [Section 10.02(l)] an amount greater than the Retained Cash.

Tax Returns; Payment of Taxes. Except as provided otherwise in the Agreement:

Payment of Taxes to Tax Authority. LGL shall be responsible for remitting to the proper Tax Authority the Tax shown on any Tax Return for which it is responsible for the preparation and filing pursuant to Section 3.1 or Section 3.2, and Mtron shall be responsible for remitting to the proper Tax Authority the Tax shown on any Tax Return for which it is responsible for the preparation and filing pursuant to Section 3.2.

Tenant's Payment of Certain Tax Expenses. Notwithstanding anything to the contrary contained in this Lease, in the event that, at any time during the initial Lease Term only (specifically excluding any Option Term or any other renewal or extension of the Lease Term), any sale, refinancing, or change in ownership of the Project is consummated, and as a result thereof, and to the extent that in connection therewith, the Project is reassessed (the "Reassessment") for real estate tax purposes by the appropriate governmental authority pursuant to the terms of Proposition 13, then the terms of this [Section 4.7] shall apply to such Reassessment of the Project.

Payment of Taxes to Tax Authority. [[LGL:Organization]] shall be responsible for remitting to the proper Tax Authority the Tax shown on any Tax Return for which it is responsible for the preparation and filing pursuant to Section 3.1 or Section 3.2, and Mtron shall be responsible for remitting to the proper Tax Authority the Tax shown on any Tax Return for which it is responsible for the preparation and filing pursuant to Section 3.2.

The Seller Representative shall # prepare and timely file (or cause to be prepared and timely filed) all Tax Returns for or that include the Dutch Entity or with respect to the Assets for all periods ending on or before the Closing Date, and # timely pay (or cause to be timely paid) the Tax due with respect thereto; provided, that Buyer Parent shall reimburse the Seller Representative for the amount of such Tax taken into account in the determination of the Closing Net Working Capital, as finalized pursuant to Section 1.05. Such Tax Returns shall be prepared consistent with past practices unless a contrary position is required by applicable Law, and the Seller Representative shall allow Buyer Parent a reasonable time, and, to the extent feasible no less than fifteen (15) Business Days, to review and comment on the information to be included on any Tax Return that only includes the Assets or the Dutch Entity, or if such Tax Returns do not relate solely to the Assets or the Dutch Entity, to review and comment on workpapers relating solely thereto, and the Seller Representative shall consider in good faith any reasonable comments to such Tax Return or workpapers submitted by Buyer Parent prior to filing such Tax Return.