Deductions and Certain Taxes Related to Options Sample Clauses

Deductions and Certain Taxes Related to Options. The WMS Vice President, Finance shall determine whether the WMS Group or the Midway Subsidiaries shall file returns claiming (x) the tax deductions attributable to the exercise of options to purchase stock of WMS which are held by employees or former employees of the Midway Companies and (y) any other similar compensation related tax deductions. If it is determined that the WMS Group shall claim all such tax deductions (i) the WMS Group shall be entitled to any such tax deductions, (ii) the returns of the WMS Group and the Midway Subsidiaries shall reflect the entitlement of the WMS Group to such deductions, and (iii) to the extent any such deductions are disallowed, the Midway Subsidiaries shall pay to the WMS Group an amount equal to the tax paid by the WMS Group as a result of such disallowance, provided that such amount shall not exceed the tax benefit ultimately received by the Midway subsidiaries as a result of claiming such tax deductions. If it is determined that the Midway Subsidiaries shall claim all such Tax deductions, (i) the Returns of the WMS Group and the Midway Subsidiaries shall reflect such determination, (ii) the Midway Subsidiaries shall pay to the WMS Group an amount equal to the product of the amount of the related deduction and the Midway Subsidiaries' effective tax rate for the relevant taxable period, as determined by the Midway Vice President, Finance, and (iii) to the extent such deduction is disallowed, the WMS Group shall pay to the Midway Subsidiaries the amount of the additional tax caused by such disallowance (including interest and penalties). WMS will indemnify Midway and each Midway Subsidiary against any tax liability of Midway and each Midway Subsidiary under the Federal Insurance Contributions Act or the Federal Unemployment Tax Act incurred in connection with the exercise of such an option or the incurrence of any other event resulting in a compensation related tax deduction, as the case may be, except to the extent such tax is withheld from a payment to the employee and remitted to a taxing authority on the employee's behalf.
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Deductions and Certain Taxes Related to Options. (i) The Limited shall file Returns claiming (x) the tax deductions attributable to the exercise of options to purchase stock of The Limited or the vesting of The Limited restricted stock which are held by employees or former employees of the Abercrombie & Fitch Group or (y) any other similar compensation related tax deductions. The Returns of the Limited Group and the Abercrombie & Fitch Group shall reflect the entitlement of The Limited Group to such deductions. To the extent such deductions are disallowed because a taxing authority determines that the Abercrombie & Fitch Group should have claimed such deductions, as consideration for The Limited's issuance of shares of its stock as a result of an event described in clause (x) of the preceding sentence, the Abercrombie & Fitch Group shall pay to The Limited Group an amount equal to the tax paid by The Limited Group as a result of such disallowance. Upon the exercise of any option or the vesting of any restricted stock described in clause (x), or the occurrence of any other event that would result in a compensation related tax deduction, as the case may be, the Abercrombie & Fitch Group (as agent for the Limited Group) shall prepare and file all applicable tax returns and pay the applicable tax liability under the Federal Insurance Contributions Act, the Federal Unemployment Tax Act or any state employment tax law in connection with such event.
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Deductions and Certain Taxes Related to Options. TFS shall file Returns claiming (a) the Tax deductions attributable to options to purchase stock of TFS or other TFS long-term incentive compensation held by employees and former employees of any Brillian Affiliate, (b) any deductions for current or deferred compensation incurred or paid by TFS, and (c) any other similar compensation-related Tax deductions. The Returns of the TFS Affiliates and the Brillian Affiliates shall reflect the entitlement of TFS to such deductions. TFS shall prepare and file all applicable Returns and pay the related Tax liability under the Federal Insurance Contributions Act, the Federal Unemployment Tax Act, or any state employment tax law.
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Deductions and Certain Taxes Related to Options. PBI shall file Returns claiming (i) the tax deductions attributable to the exercise of options to purchase stock of PBI or the vesting of PBI restricted stock that are held by employees or former employees of Imagistics Group or (ii) any other similar stock-based compensation-related tax deductions. The Returns of PBI Group and Imagistics Group shall reflect the entitlement of PBI Group to such deductions. To the extent such deductions are disallowed because a taxing authority determines that Imagistics Group should have claimed such deductions, as consideration for PBI's issuance of shares of its stock as a result of the exercise described in clause (i) of the preceding sentence, Imagistics Group shall in good faith and to the extent permitted by law, file all applicable returns or claims for refund claiming such deductions and pay to PBI Group an amount equal to the Tax Benefit if any, actually received by Imagistics with respect to the applicable returns or claims for refund. Notwithstanding the foregoing, Imagistics Group shall not be required to pay to PBI Group any amount with respect to deductions attributable to a year for which, at the time PBI notifies Imagistics of its claim pursuant to this Section 4(d), the applicable statute of limitations has run or which is otherwise closed. Upon the exercise of any option or the vesting of any restricted stock described in clause (i), or the occurrence of any other event that would result in a compensation-related tax deduction, as the case may be, PBI shall prepare and file all applicable Returns and pay the applicable tax liability under the Federal Insurance Contributions Act, the Federal Unemployment Tax Act or any state employment tax law in connection with such event.
Sample 1
Deductions and Certain Taxes Related to Options. Tax deductions attributable to the exercise of options to purchase the stock of Three Rivers shall be deducted by the Three Rivers Group if the holder of the option is an employee of any member of the Three Rivers Group immediately after the Distribution. Tax Deductions attributable to the exercise of all other options to purchase the stock of Three Rivers or the stock of USBANCORP shall be deducted by the USBANCORP Group. The Tax Returns of the Three Rivers Group and the USBANCORP Group shall reflect the entitlement of the Three Rivers Group and the USBANCORP Group, respectively, to such deductions in accordance with this Section 4(c). To the extent that any such Tax deduction is, or the USBANCORP Chief Financial Officer determines that any such Tax deduction, if asserted, would be, disallowed:
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Deductions and Certain Taxes Related to Options. To the extent permissible under applicable law, PFI shall file Returns claiming (a) the Tax deductions attributable to options to purchase stock of PFI or other PFI long-term incentive compensation held by employees and former employees of TWG and WMC, (b) any deductions for current or deferred compensation incurred or paid by PFI, and (c) any other similar compensation related Tax deductions. The Returns of PFI, TWG and WMC shall reflect the entitlement of PFI to such deductions. PFI shall prepare and file all applicable Returns and pay the related Tax liability under the Federal Insurance Contributions Act, the Federal Unemployment Tax Act or any state employment tax law.
Sample 1
Deductions and Certain Taxes Related to Options. Tax deductions attributable to the exercise of options to purchase the stock of Three Rivers shall be deducted by the Three Rivers Group if the holder of the option is an employee of any member of the Three Rivers Group immediately after the Distribution. Tax Deductions attributable to the exercise of all other options to purchase the stock of Three Rivers or the stock of USBANCORP
Sample 1
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Deductions and Certain Taxes Related to Options. (i) The Limited shall file Returns claiming (x) the tax deductions attributable to the exercise of options to purchase stock of The Limited or the vesting of The Limited restricted stock that are held by employees or former employees of the Too, Inc. Group or (y) any other similar compensation- related tax deductions. The Returns of The Limited Group and the Too, Inc. Group shall reflect the entitlement of The Limited Group to such deductions. To the extent such deductions are disallowed because a taxing authority determines that the Too, Inc. Group should have claimed such deductions, as consideration for The Limited's issuance of shares of its stock as a result of an event described in clause
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Deductions and Certain Taxes Related to Options. Ford shall file Returns claiming (i) the Tax deductions attributable to options to purchase stock of Ford or other Ford long-term incentive compensation held by employees and former employees of any Visteon Affiliate, (ii) any deductions for current or deferred compensation incurred or paid by Ford, and (iii) any other similar compensation related Tax deductions. The Returns of the Ford Affiliates and the Visteon Affiliates shall reflect the entitlement of Ford to such deductions. Ford shall prepare and file all applicable Returns and pay the related Tax liability under the Federal Insurance Contributions Act, the Federal Unemployment Tax Act or any state employment tax law.
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Related to Deductions and Certain Taxes Related to Options

  • Certain Taxes All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement, shall be paid by the Acquiror Principal Shareholder when due, and the Acquiror Principal Shareholder will, at their expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable Law, the Acquiree will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

  • Gross-up for Certain Taxes 6.1.1 If it is determined by the Company’s independent auditors that any benefit received or deemed received by the Executive from the Company pursuant to this Agreement or otherwise, whether or not in connection with a Change in Control (such monetary or other benefits collectively, the “Potential Parachute Payments”) is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, “Excise Taxes”), then the Company shall, subject to Sections 6.6 and 6.7, within five business days after such determination, pay the Executive an amount (the “Gross-up Payment”) equal to the product of:

  • Certain Tax Matters The undersigned expressly acknowledges the following:

  • No Deduction for Certain Taxes Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

  • Certain Taxes and Fees All transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement shall be paid by Sellers when due, and Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable law, Buyer will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

  • Certain Tax Considerations .... 4 Originally Anticipated Term of the Partnership; General Policy Regarding Sales and Refinancings of Partnership Properties; Alternatives........................................... 4 Conditions..................................................................................................

  • Certain Tax Consequences In the event that the Executive becomes entitled to the payments and benefits described in this Section 5 (the "Severance Benefits"), if any of the Severance Benefits will be subject to any excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of an Excise Tax on the Severance Benefits and any federal, state and local income and employment tax and Excise Tax upon the payment provided for by this Section 5, shall be equal to the Severance Benefits. For purposes of determining whether any of the Severance Benefits will be subject to the Excise Tax and the amount of such Excise Tax,

  • Allocation of Certain Taxes (a) If the Surviving Corporation or the Company is permitted, but not required, under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period.

  • Payment of Certain Taxes (a) The Company shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Warrants hereunder.

  • U.S. Taxes (a) The Company agrees to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply:

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