Deductions and Certain Taxes Related to Options Sample Clauses

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. (ii) Abercrombie & Fitch shall file Returns claiming (x) the tax deductions attributable to the exercise of options to purchase stock of Abercrombie & Fitch which are held by employees or former employees of The Limited 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 Abercrombie & Fitch Group to such deductions. To the extent such deductions are disallowed because a taxing authority determines that The Limited Group should have claimed such deductions, as consideration for Abercrombie & Fitch's issuance of shares of its stock as a result of an event described in clause (x) of the preceding sentence, The Limited Group shall pay to The Abercrombie & Fitch Group an amount equal to the tax paid by Abercrombie & Fitch Group as a result of such disallowance. Upon the exercise of any option described in the immediately preceding clause (x), or the occurrence of any other event that would result in a compensation related tax deduction, as the case may ...
Sample 1Sample 2See All (8)
AutoNDA by SimpleDocs
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.
Sample 1Sample 2
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. (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
Sample 1
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
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: (i) If the USBANCORP Group is entitled under the provisions of this Section 4(c) to any such Tax deduction which is, or, if asserted, would be, disallowed, the Three Rivers Group shall pay to the USBANCORP Group an amount equal to the Tax paid by the USBANCORP Group as a result of such disallowance, or an amount equal to the Tax that would become payable if the USBANCORP Group claimed the Tax deduction and such deduction was disallowed, respectively; and (ii) If the Three Rivers Group is entitled under the provisions of this Section 4(c) to any such Tax deduction which is, or, if asserted, would be, disallowed, the USBANCORP Group shall pay to the Three Rivers Group an amount equal to the Tax paid by the Three Rivers Group as a result of such disallowance, or an amount equal to the Tax that would become payable if the Three Rivers Group claimed the Tax deduction and such deduction was disallowed, respectively. The Three Rivers Group and each member of the Three Rivers Group will indemnify the USBANCORP Group, and the USBANCORP Group and each member of the USBANCORP Group will indemnify the Three Rivers Group, against any Tax liability under the Federal Insurance Contributions Act or the Federal Unemployment Tax Act, and all interest thereon and all penalties related thereto, incurred by the USBANCORP Group or the Three Rivers Group, respectively, in connection with the exercise of any option with respect to which the Tax deduction is allocated to the Three Rivers Group or the USBANCORP Group, respectively, under the provisions of this Section 4(c), except to the extent such Tax is withheld from a payment to the holder of the exercised option and remitted to a Taxin...
Sample 1
AutoNDA by SimpleDocs
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.
Sample 1

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 Sellers when due, and Sellers will, at their own 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, Buyer will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

  • Certain Tax Matters (a) The parties hereto shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax Returns.

  • 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.

  • Allocation of Certain Taxes (a) The Equityholders and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof. (b) In the case of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety of such Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Closing Period and the denominator of which is the total number of days in such Tax period.

  • Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, stockholders, affiliates, customers or suppliers of any Partnership Entity, on the other hand, that is required to be described in the Preliminary Prospectus or the Prospectus and is not so described.

  • No withholding taxes All payments which each Borrower is liable to make under the Finance Documents to which it is a party may be made without deduction or withholding for or on account of any tax payable under any law of any Pertinent Jurisdiction.

  • Certain Terminations The termination of any Proceeding or of any claim, issue, or matter therein by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

  • Payroll Taxes Employer shall have the right to deduct from the compensation and benefits due to Employee hereunder any and all sums required for social security and withholding taxes and for any other federal, state, or local tax or charge which may be in effect or hereafter enacted or required as a charge on the compensation or benefits of Employee.

  • Redemption for Changes in Withholding Taxes (a) The Issuers are entitled to redeem the Notes, at the option of the Issuers, at any time in whole but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if any, in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of redemption of the Notes as described above, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a change or amendment described above and that all conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!