Certain Tax Provisions. Notwithstanding the foregoing provisions of this Section 3 (b), no severance payments or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that are considered deferred compensation not exempt under Section 409A of the Code will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A of the Code. For purposes of this Agreement, any reference to “termination of service” or “termination” or any similar term shall be construed to mean a “separation of service” within the meaning of Section 409A of the Code. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A of the Code. To the extent required by Section 409A of the Code, if any amount constituting non-exempt deferred compensation under Section 409A of the Code is or becomes payable to Executive at a time in which Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and Treasury Regulation Section 1.409A-1(i), solely as a result of Executive’s termination of employment with the Company, payment of such amount shall be delayed until the first business day after the six-month anniversary of the date of such termination of employment. Whether or not Executive is a specified employee and whether or not the payment is required to be delayed for such six-month period shall be determined by Bank and/or Company in accordance with the provisions of Treasury Regulation Section 1.409A-1(i). To the extent any reimbursement or in-kind benefits provided to Executive pursuant to this Agreement are subject to Section 409A of the Code, including without limitation any health plan benefit subject to Section 409A of the Code, then in accordance with Section 409A of the Code (i) the amount of the expenses eligible for reimbursement or in-kind benefits provided during Executive’s taxable year shall not affect the expense eligible for reimbursement or in-kind benefits provided in any other taxable year; (ii) the reimbursement must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred; and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit...
Certain Tax Provisions. Employee acknowledges and agrees that all payments and benefits made or provided to Employee pursuant to the terms hereof which are required by applicable federal, state or local laws to be subject to withholding for income taxes, shall be so subject.
Certain Tax Provisions. Xx. Xxxxxx acknowledges and agrees that all payments and benefits which are required by applicable federal, state or local laws to be subject to withholding for income taxes, shall be so subject.
Certain Tax Provisions. 1. In the event that the Change in Control Payment or any other payment or benefit received or to be received by you pursuant to the terms of this Agreement (the "Contract Payment") or of any other plan, arrangement or agreement of the Company (or any subsidiary) ("Other Payments" and, together with the Contract Payments, the "Payments") would, in the opinion of independent tax counsel selected by the Company and reasonably acceptable to you ("Tax Counsel"), be subject to the excise tax (the "Excise Tax") imposed by section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (in whole or in part), as determined as provided below, the Company shall pay to you, at the time specified in Paragraph 2 below, an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of the Excise Tax on Contract Payments and Other Payments and any federal, state and local income or other tax and Excise Tax upon the payment provided for by this Paragraph 1, and any interest, penalties or additions to tax payable by you with respect thereto, shall be equal to the total present value of the Contract Payments and Other Payments at the time such Payments are to be made. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amounts of such Excise Tax, (1) the total amount of the Payments shall be treated as "parachute payments" within the meaning of section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, except to the extent that, in the opinion of Tax Counsel, a Payment (in whole or in part) does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code, or such "excess parachute payments" (in whole or in part) are not subject to the Excise Tax, (2) the amount of the Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Payments or (B) the amount of "excess parachute payments" within the meaning of section 280G(b)(1) of the Code (after applying clause (1) hereof), and (3) the value of any noncash benefits or any deferred payment or benefit shall
Certain Tax Provisions. The provisions of a Participant’s employment or other agreement, as applicable, regarding the treatment of any applicable excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, shall also apply to any payments under this Agreement.
Certain Tax Provisions. Anything in this Agreement to the contrary notwithstanding, in the event that it is determined that any compensation, payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), the following provisions shall apply:
Certain Tax Provisions. A. Any and all payments or reimbursements made under this Agreement shall be made free and clear of, and without deduction or withholding for, any and all taxes, levies, imposts, deductions, charges or withholdings now or hereafter imposed, levied or assessed, and all liabilities with respect thereto, EXCLUDING taxes imposed on the overall income (whether gross or net) of a Lender or Administrative Agent by the jurisdiction in which such Lender or Administrative Agent is organized or in which its principal office or applicable lending office is located or any political subdivision or taxing authority therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings and liabilities being herein referred to as "TAXES"), except as set forth in the following paragraph. If any Borrower is required by applicable law to withhold or deduct any amounts with respect to Taxes or with respect to income taxes imposed by Liberian or Bermudan law, then such Borrower shall promptly pay to the applicable authority the amount so required to be withheld or deducted, forward to Administrative Agent an official receipt or other documentation reasonably satisfactory to Administrative Agent evidencing such payment (which Administrative Agent shall forward to the applicable Lender), and pay to Administrative Agent for the account of the relevant Lender or Administrative Agent such additional amount as is necessary to ensure that the net amount actually received by each Lender and Administrative Agent equals the sum it would have received had no such deductions or withholdings been made. The Applicable Borrower shall indemnify and hold harmless each Lender and Administrative Agent against, and reimburse each Lender and Administrative Agent for all Taxes within 15 days after written demand therefor. Notwithstanding the foregoing, no Borrower shall be obligated to reimburse, or to pay any increased amount to, any Lender or Administrative Agent with respect to any United States withholding taxes if such Lender or Administrative Agent is not entitled on the date on which this Agreement becomes effective (or in the case of a Lender which becomes a party hereto after such date, on the date on which the relevant Assignment and Acceptance Agreement becomes effective) to receive all amounts due hereunder without withholding or deduction for or on account of Taxes imposed by the United States. If any Borrower is required to withhold or deduct any Taxes, or to reimbu...
Certain Tax Provisions. In the event of any inconsistency between any provision of this Agreement and Section 409A of the Internal Revenue Code of 1986 (as amended, the “Code”), including any regulatory and administrative guidance issued from time to time thereunder, the provisions of Section 409A shall control. It is the intention of the parties hereto that this Agreement satisfy the requirements of Code Section 409A, and the parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Code Section 409A after the date hereof without violating Code Section 409A. In case any one or more provisions of this Agreement fails to comply with the provisions of Code Section 409A, the remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this Agreement to fail to comply with Code Section 409A, and, upon so agreeing, shall incorporate such substituted provisions into this Agreement.
Certain Tax Provisions. Non-compliance by any Lender with this Section 2.6 will not relieve O-I Australia of its obligations under Section 4.7(a).
Certain Tax Provisions. (a) Except for actions expressly required or permitted by this Agreement and the Transaction Documents, until the Protection Date, VRLP (or any Affiliate of VRLP) shall not, directly or indirectly,
