Certain Excise Tax Matters Sample Clauses
The 'Certain Excise Tax Matters' clause addresses the allocation of responsibility and procedures related to excise taxes that may arise in connection with a transaction or agreement. Typically, this clause specifies which party is liable for paying any excise taxes imposed by governmental authorities, and may outline the process for handling tax assessments, payments, or reimbursements. Its core practical function is to ensure clarity and prevent disputes by clearly defining each party’s obligations regarding excise tax liabilities that could affect the transaction.
Certain Excise Tax Matters. 3.11.1 Notwithstanding any other provision of this Agreement to the contrary, if any payment or benefit by or from the Company or any of its affiliates or successors to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise would be subject to the Excise Tax (as hereinafter defined in Section 3.11.6) (all such payments and benefits being collectively referred to herein as the “Payments”), then except as otherwise provided in Section 3.11.2, the Payments shall be reduced (but not below zero) or eliminated (as further provided for in Section 3.11.3) to the extent the Independent Tax Advisor (as hereinafter defined in Section 3.11.5) shall reasonably determine is necessary so that no portion of the Payments shall be subject to the Excise Tax.
3.11.2 Notwithstanding the provisions of Section 3.11.1, if the Independent Tax Advisor reasonably determines that Executive would receive, in the aggregate, a greater amount of the Payments on an after-tax basis (after including and taking into account all applicable federal, state, and local income, employment and other applicable taxes and the Excise Tax) if the Payments were not reduced or eliminated pursuant to Section 3.11.1, then no such reduction or elimination shall be made notwithstanding that all or any portion of the Payments may be subject to the Excise Tax.
3.11.3 For purposes of determining which of Section 3.11.1 and Section 3.11.2 shall be given effect, the determination of which of the Payments shall be reduced or eliminated to avoid the Excise Tax shall be made by the Independent Tax Advisor, provided that the Independent Tax Advisor shall reduce or eliminate, as the case may be, the Payments in the following order (and within the category described in each of the following Sections 3.11.3.1 through 3.11.3.5, in reverse order beginning with the Payments which are to be paid farthest in time except as otherwise provided in Section 3.11.3.4):
3.11.3.1 by first reducing or eliminating the portion of the Payments otherwise due and which are not payable in cash (other than that portion of the Payments subject to Sections 3.11.3.4 and 3.11.3.5);
3.11.3.2 then by reducing or eliminating the portion of the Payments otherwise due and which are payable in cash (other than that portion of the Payments subject to Sections 3.11.3.3, 3.11.3.4 and 3.11.3.5);
3.11.3.3 then by reducing or eliminating the portion of the Payments other...
Certain Excise Tax Matters. (i) The Parties shall, beginning at least sixty (60) days prior to the anticipated Closing Date, cooperate in good faith to agree upon a reasonable formula (the “Excise Tax Formula”) that, when applied to the final number of Redemption Shares (taking into account any reversals of redemptions prior to the GX Shareholder Meeting) will estimate GX’s Tax liability under Section 4501 of the Code that will be incurred as a result of the Transactions (taking into account stock issuances that are part of the Transactions, and other available offsets, if any, to the extent such issuances and offsets are expected to actually reduce such Tax liability) (such Tax liability, the “Excise Tax Amount”). The Excise Tax Formula shall (i) take into account only the Transactions, (ii) not take into account any stock issuances that are not part of the Transactions, (iii) not take into account the time value of money or whether the Excise Tax Amount, as of the Closing Date, is or could be deferred for a period of time, in each case, except to the extent the expected date of payment of the Excise Tax Amount is later than December 31, 2026, (iv) not take into account whether the Excise Tax Amount, Section 4501 of the Code or the Treasury regulations thereunder are or could be the subject of a proceeding, controversy, litigation, or appeal, and (v) be determined in accordance with any IRS/Treasury regulations or other formal guidance regarding the application of Section 4501 of the Code (including any such regulations or formal guidance issued after the date hereof).
(ii) In the event that the Parties are unable to agree on the Excise Tax Formula thirty (30) days prior to the anticipated Closing Date, then the dispute shall be referred to a Tax Advisor mutually acceptable to each of the Parties in order to determine the Excise Tax Formula in consultation with the Parties. The Excise Tax Formula shall be determined as soon as is practicable, but in no event later than twenty (20) days after the appointment of the Tax Advisor. The resolution of the Excise Tax Formula by the Tax Advisor shall be conclusive and binding on the Parties. For purposes of this Section 5.09(e)(ii) and the definition of Closing Cash, (1) “Tax Advisor” means a nationally recognized public accounting firm that is independent of the Parties and (2) all assets in the Trust Account shall count as Closing Cash in the manner described in clause (a) of the definition thereof.
Certain Excise Tax Matters. Notwithstanding any other provision of this Agreement to the contrary, if any payment or benefit by or from the Company or any of its affiliates or successors to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise would be subject to the Excise Tax (as hereinafter defined in Section 3.10.6) (all such payments and benefits being OFFSHORE GROUP INVESTMENT LIMITED EMPLOYMENT AGREEMENT Page 13 of 30 IF " DOCVARIABLE "SWDOCIDLOCATION" 1" = "1" " DOCPROPERTY "SWDOCID" WEIL:\95588506\4\78787.0003" "" WEIL:\95588506\4\78787.0003 collectively referred to herein as the “Payments”), then except as otherwise provided in Section 3.10.2, the Payments shall be reduced (but not below zero) or eliminated (as further provided for in Section 3.10.3) to the extent the Independent Tax Advisor (as hereinafter defined in Section 3.10.5) shall reasonably determine is necessary so that no portion of the Payments shall be subject to the Excise Tax.